VANCOUVER, May 30, 2013 /CNW/ - Allon Therapeutics Inc. (TSX: NPC) ("Allon" or the "Company") announced today that it has filed
a proposal (the "Proposal") pursuant to the Bankruptcy and Insolvency Act (Canada) (the "BIA") with the Official Receiver, naming Deloitte & Touche Inc. as proposal
trustee (the "Trustee").
Allon and Paladin Labs Inc. ("Paladin") have executed a non-binding term sheet outlining Paladin's expression
of interest to obtain all of the issued and outstanding shares of Allon
through a reorganization of Allon's share structure (the "Transaction"). The key terms of the Transaction are as follows: Redemption of all
issued and outstanding shares of Allon for CDN$1.00 in the aggregate;
Cash payment by Paladin to Allon in the amount of $900,000;
Cancellation of all outstanding employee stock options and other
agreements granting rights to subscribe for purchase any shares or
other securities in Allon; A reorganization pursuant to the Canada Business Corporations Act whereby Allon's articles will be amended eliminating current classes of
shares and creating a new class of common shares which shall, at
closing, be issued to Paladin; and obtaining of all necessary court and
regulatory approvals prior to the closing date, which must occur no
later than August 1, 2013.
"Allon also announces that the Toronto Stock Exchange ("TSX") has
determined to halt the trading of the Company's common shares on the
TSX, effective immediately, for failure to meet the continued listing
requirements of the TSX, including as a result of the BIA proceedings
commenced by the Company. It is expected that the common shares will be
delisted from the TSX at the close of market on June 28, 2013.
Allon expects that its creditors will derive a greater benefit as a
result of the Transaction and the Proposal then would result from a
liquidation process under the BIA. Under the Proposal, a fund will be
established for the payment of priority and preferred creditor claims
under the BIA, payment of all costs associated with the Proposal and
the pro rata payment of all proven claims of creditors with the remaining funds.
Each unsecured creditor shall, in full and final satisfaction of its
claim(s), be paid the first $1,000.00 of its proven claim, and then be
paid an amount calculated pursuant to the formula outlined in the
A meeting of Allon's creditors is scheduled to take place on June 12,
2013 at 10:00 a.m. at the Trustee's office. In the event the Proposal
receives the requisite support at the creditors' meeting, Allon will
file an application to the British Columbia Supreme Court to seek court
approval of the Proposal and the Reorganization.
Forward Looking Statements
Statements contained herein, other than those which are strictly
statements of historical fact may include forward-looking information.
Such statements will typically contain words such as "believes", "may",
"plans", "will", "estimate", "continue", "anticipates", "intends",
"expects", and similar expressions. While forward-looking statements
represent management's outlook based on assumptions that management
believes are reasonable, forward-looking statements by their nature are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, events or developments to be
materially different from any future results, events or developments
expressed or implied by them. Such factors include, among others,
Paladin's decision to finance the Transaction and obtaining court
approval for the Proposal and the Transaction. Readers are cautioned
not to place undue reliance on such forward-looking statements.
SOURCE: Allon Therapeutics Inc.
For further information:
Allon Therapeutics Inc.