|By Marketwired .||
|August 6, 2013 05:00 PM EDT||
MONTREAL, QUEBEC -- (Marketwired) -- 08/06/13 -- Thallion Pharmaceuticals Inc. ("Thallion") (TSX VENTURE:TLN) and BELLUS Health Inc. (TSX:BLU) ("BELLUS Health") announced today that the shareholders of Thallion approved the previously announced plan of arrangement (the "Arrangement") involving the acquisition of Thallion by BELLUS Health at the annual and special meeting of the shareholders held today in Montreal (the "Meeting"). Pursuant to the Arrangement, the Shareholders will receive cash consideration of at least $0.1765 per common share, and one contingent value right ("CVR") per common share, entitling the holder thereof to: (A) its pro rata share of 100% of any additional purchase price consideration to be received from Premium Brands Holding Corp. in 2016 (representing up to a possible $0.0404 per CVR), (B) its pro rata share of 5% of the Shigamabs® revenue generated or received by BELLUS Health, capped at $6.5 million (or $0.1812 per CVR), and © its pro rata share of 100% of any net proceeds generated from the licensing, selling or otherwise commercializing of (i) diagnostic products or services using certain Caprion Proteomics Inc. products, and (ii) all issued patents or pending patents pertaining to such Caprion Proteomics Inc. products, in respect of which Thallion has an ownership interest or monetary entitlement.
As announced on August 2, 2013, the cash component of the consideration payable pursuant to the Arrangement could potentially be increased by up to approximately $0.0124 per common share if Thallion delivers a notice to BELLUS Health, on or before August 20, 2013, indicating that Thallion has negotiated a final and binding agreement with Iberville Development Leasing Limited pursuant to which the latter has agreed to fully, finally and irrevocably release Thallion from its obligations under the lease dated December 2, 2010, in exchange for the payment of an amount (the "Landlord Payment") which is less than the provision for the termination of such lease (the "Landlord Provision"), the cash component of the consideration payable on the effectiveness of the Arrangement shall be increased by an amount equal to the Landlord Provision minus the Landlord Payment divided by the number of common shares outstanding (on a fully-diluted basis).
Thallion has applied to the Superior Court of Quebec (the "Court") for a final order approving the Arrangement pursuant to the provisions of the Canada Business Corporations Act and declaring the Arrangement to be fair and reasonable, which motion for final order shall be made before the presiding Judge at the Montreal Courthouse, at 1 Notre-Dame Street East, Montreal, Quebec, Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, Room 16.12, on August 9, 2013 at 9:15 a.m. (Montreal time) or so soon thereafter as counsel may be heard.
Subject to approval of the Arrangement by the Court and the satisfaction of certain other closing conditions, it is expected that the Arrangement will take effect on or about August 20, 2013.
Election and Appointment of Directors
At the Meeting, all candidates proposed as directors, namely Franklin Berger, Lloyd M. Segal, Claude C. Bismuth, Dan Chiche and Allan Mandelzys, were duly elected to the Board of Directors of Thallion. Immediately following the Meeting, the newly elected Board of Directors, in accordance with the Articles of Thallion, appointed Vic Alboini as an additional director of Thallion to hold office until the next annual meeting of shareholders or until his successor is elected or appointed.
About Thallion (www.thallion.com)
Thallion is a biotechnology company developing pharmaceutical products in the areas of infectious disease and oncology. Thallion's lead clinical program Shigamabs® is a dual antibody product for the treatment of Shiga toxin-producing E. coli bacterial infections and has recently completed a Phase II clinical trial. Additional information about Thallion can be obtained at www.thallion.com.
About BELLUS Health (www.bellushealth.com)
BELLUS Health is a development-focused healthcare company concentrating on products that provide innovative health solutions and address critical unmet medical needs. The Company's lead program is KIACTA(TM), a novel drug candidate currently in a Phase III Confirmatory Study for the treatment of AA amyloidosis, an orphan indication resulting in renal dysfunction that often rapidly leads to dialysis and death. KIACTA(TM) is partnered with global private equity firm Auven Therapeutics. AA amyloidosis affects approximately 35,000 to 50,000 individuals in the United States, Europe and Japan.
Forward Looking Statements
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking statements. Such statements, based as they are on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond the control of BELLUS Health Inc. or Thallion Pharmaceuticals Inc. Such risks include but are not limited to: the ability to obtain Court and regulatory approvals, third party consents and to satisfy other closing conditions, the ability to satisfy the conditions for increased cash consideration pursuant to the second amendment of the acquisition agreement, risks relating to the satisfaction of payment conditions under the CVRs, the ability to obtain financing, the impact of general economic conditions, general conditions in the pharmaceutical and/or nutraceutical industry, changes in the regulatory environment in the jurisdictions in which the BELLUS Health Inc. and Thallion Pharmaceuticals Inc. do business, stock market volatility, fluctuations in costs, changes to the competitive environment due to consolidation, achievement of forecasted burn rate, achievement of forecasted clinical trial milestones, and that actual results may vary once the final and quality-controlled verification of data and analyses has been completed. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements, and there can be no assurance that any amounts will become payable under the CVRs. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These statements speak only as of the date made and neither BELLUS Health Inc. nor Thallion Pharmaceuticals Inc. is under any obligation to update or revise such statements as a result of any event, circumstances or otherwise, and BELLUS Health Inc. and Thallion Pharmaceuticals Inc. disavow any intention to do so, unless required by applicable legislation or regulation. Please see the public fillings of BELLUS Health Inc. and Thallion Pharmaceuticals Inc., including the Annual Information Form of BELLUS Health Inc. for further risk factors that might affect both companies and their respective businesses.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.