Labopharm Announces Mailing of Special Meeting Materials
--Board Recommends Shareholders Vote in Favour of the Arrangement--
LAVAL, QC, Sept. 7, 2011 /CNW/ - Labopharm Inc. ("Labopharm")(TSX: DDS) today announced that it has commenced mailing the Notice of Special Meeting of Shareholders and Management Information Circular to all shareholders of record on August 30, 2011, in preparation for the special meeting to be held on Wednesday, October 5, 2011 at Labopharm's head office in Laval, Quebec (the "Meeting"), as further detailed below. As announced on August 17, 2011, the Meeting will take place to consider, and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving a plan of arrangement by which Chimigen Inc. (the "Purchaser"), a wholly-owned subsidiary of Paladin Labs Inc. ("Paladin")(TSX: PLB), will acquire all of the issued and outstanding common shares of Labopharm (the "Arrangement") at a price of $0.2857 per share in cash.
The board of directors of Labopharm has recommended that shareholders vote in favour of the Arrangement Resolution. As outlined in detail in the management information circular, a summary of the reasons for this recommendation are as follows:
All-cash transaction allows Shareholders to immediately realize
certainty of value for their shares;
Offer price of $0.2857 represents a premium of 57.4% over the
volume-weighted average price of Labopharm's Shares of $0.1815 for the
30 trading days prior to the announcement of the proposed Arrangement;
The Arrangement is the culmination of the lengthy, active and thorough
strategic review by the Board of Directors of Labopharm of the
strategic alternatives available to the Corporation with a view to
enhancing shareholder value;
- The fairness opinion delivered by Canaccord Genuity Corp. provides that, subject to the assumptions, limitations and qualifications contained therein, and as at the date thereof, the consideration of $0.2857 per share in connection with the Arrangement, is fair, from a financial point of view, to holders of Labopharm common shares.
The meeting to consider the proposed Arrangement will take place at Labopharm's head office at 480 Armand-Frappier Boulevard in Laval, Québec, Canada on Wednesday, October 5, 2011 at 10:00 a.m. (Montreal time). The Arrangement Resolution approving the Arrangement must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Meeting.
Copies of the Notice of Special Meeting of Shareholders, Management Information Circular, and related documents have been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) and are available for viewing on the website at www.sedar.com.
About Labopharm Inc.
Labopharm is focused on realizing value from its commercialized products and creating additional value by leveraging its emerging technology platforms to develop increasingly differentiated products. For more information, visit www.labopharm.com.
About Paladin Labs Inc.
Paladin Labs Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on researching, developing, acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. With this strategy, a focused national sales team and proven marketing expertise, Paladin has evolved into one of Canada's leading specialty pharmaceutical companies. Paladin's shares trade on the Toronto Stock Exchange under the symbol PLB. For more information about Paladin, please visit the Company's web site at www.paladinlabs.com.
This press release may contain forward-looking statements and predictions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Both Labopharm and Paladin consider the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of Labopharm/Paladin and their subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations, are discussed in the annual report as well as in Labopharm's/Paladin's Annual Information Form for the year ended December 31, 2010. Labopharm and Paladin disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events and except as required by law. For additional information on risks and uncertainties relating to these forward-looking statements, investors should consult Labopharm's/Paladin's ongoing quarterly fillings, annual report and Annual Information Form and other fillings found on SEDAR at www.sedar.com.For further information:
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