TORONTO, July 17 /CNW/ - Bradmer Pharmaceuticals Inc. (TSX: BMR)
("Bradmer" or the "Corporation") announced today that its Board of Directors
has authorized the Corporation to proceed with a substantial issuer bid (the
"Offer"), pursuant to which the Corporation will offer to purchase for
cancellation up to 8,300,000 million of its outstanding common shares
("Shares") at a price of Cdn$0.20 (approximately US$0.1788) per Share. The
funds required to pay for Shares purchased pursuant to the Offer, and the
payment of the fees and expenses of the Offer, will be funded by Bradmer out
of cash on hand.
"While we continue to pursue an appropriate business strategy for our
Neuradiab(R) asset, the decision to provide shareholders with an opportunity
to divest of their position reflects the current challenging capital markets
as well as the illiquidity of the Shares," said Alan M. Ezrin, Ph.D.,
President and Chief Executive Officer of Bradmer. "We are not providing
guidance to shareholders on this matter. The Offer is consistent with our
strategy adopted in February 2009 to mitigate future risks and we believe does
so in a manner that treats all shareholders equally. We continue to evaluate
opportunities to maximize the value of the Neuradiab asset, however a
substantial portion of the existing cash on hand will be utilized to ensure
Bradmer is left with no future obligations or liabilities."
As of July 17, 2009, there were 13,488,215 Shares issued and outstanding.
Assuming that the Offer is fully subscribed, the Offer will result in the
purchase by Bradmer of 8,300,000 Shares, representing approximately 61.5% of
the total number of issued and outstanding Shares. If more than 8,300,000
Shares are deposited under the terms of the Offer, and Shares are taken up
pursuant to the Offer, Bradmer will purchase the Shares on a pro rata basis
according to the number of Shares deposited by each shareholder.
The Offer is not conditional on any minimum number of Shares being
deposited, however, the Offer is subject to other customary conditions. Full
details of the Offer, including the procedure for depositing Shares, and the
accompanying issuer bid circular and other related documents (collectively,
the "Offer Documents") are expected to be mailed to shareholders shortly. The
Offer Documents will contain important information which should be read
carefully before making a decision in respect of the Offer.
In accordance with applicable securities laws, the Corporation has
retained an independent valuator, Bloom Burton & Co, to provide a formal
valuation and opinion as to the fair market value of the Shares. The issuer
bid circular to be mailed to shareholders will contain the formal valuation.
Neither Bradmer nor its Board of Directors makes any recommendation to
any shareholder as to whether to deposit or refrain from depositing Shares
pursuant to the Offer. Each shareholder must make his, her or its own decision
whether to deposit Shares and, if so, what number of Shares to deposit.
Shareholders are urged to consult their own investment and tax advisors prior
to making any decision in respect of the Offer.
The Offer, once launched, will be open for a minimum bid period of not
less than 35 days.
This press release is for informational purposes only and does not
constitute an offer to purchase or the solicitation of an offer to sell
Shares. The solicitation and the offer to purchase Shares will be made only
pursuant to the offer to purchase and issuer bid circular and related
The Corporation also confirms that it has been notified by the Toronto
Stock Exchange (the "TSX") that it is reviewing the eligibility for continued
listing of the Shares on the TSX. The review is being conducted under the
TSX's Remedial Review Process pursuant to which the Corporation has been given
until February 8, 2010 to satisfy the TSX that it meets all TSX requirements
for continued listing, failing which the Share will be delisted from the TSX
30 days thereafter. The Corporation is, therefore, considering its options in
this regard, which may include applying for a transfer of its listing to the
TSX Venture Exchange or the NEX Board of the TSX Venture Exchange. Any
decision in this regard will be made well in advance of the TSX deadline.
About Bradmer Pharmaceuticals Inc. (www.bradmerpharma.com)
Bradmer Pharmaceuticals' lead clinical candidate, Neuradiab, was
developed at Duke University Medical Center as a proprietary therapy for a
particularly aggressive form of brain cancer, glioblastoma multiforme. Bradmer
initiated enrollment of primary GBM patients in a Phase III multi-center
clinical trial of Neuradiab. Neuradiab has been granted Orphan Drug Status by
both the U.S. Food and Drug Administration and the European Medicines Agency.
Bradmer Pharmaceuticals Inc.'s common shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") or any
state regulatory agency in the United States. The resale or transfer by a U.S.
investor of such common shares of Bradmer Pharmaceuticals Inc. is subject to
the requirements of Rule 904 of Regulation S of the Securities Act or such
other applicable exemption thereunder, and other applicable state securities
Except for historical information, this press release may contain
forward-looking statements, which reflect the Company's current expectation
regarding future events. These forward-looking statements involve risk and
uncertainties, which may cause but are not limited to, changing market
conditions, the successful and timely completion of clinical studies, the
establishment of corporate alliances, the impact of competitive products and
pricing, new product development, uncertainties related to the regulatory
approval process and other risks detailed from time to time in the Company's
ongoing quarterly and annual reporting.
For further information: Bradmer Pharmaceuticals Inc., Brian Brohman,
Chief Business Officer, Phone: (888) 267-0707 x804, E-mail:
firstname.lastname@example.org, Internet: www.bradmerpharma.com; Investor
Relations, Ross Marshall, The Equicom Group Inc., Phone: (416) 815-0700 (Ext.
238), Fax: (416) 815-0080, E-mail: email@example.com