--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.
SOURCE Labopharm Inc.
For further information:
Phoenix Advisory Partners
1-800-240-4118 (toll free in North America)