MONTREAL, Nov. 21, 2012 /CNW Telbec/ - On November 21, 2012, (the "Closing Date") 667, L.P. ("667"), Baker Brothers Life Sciences, L.P. ("Baker Brothers Life Sciences") and 14159, L.P. ("14159" and, collectively with Baker Brothers Life Sciences and 14159, the "Offerors"), U.S. funds managed by Baker Bros. Advisors, LLC, an entity
controlled by Julian C. Baker and Felix J. Baker, acquired ownership
of an aggregate of 46,710,921 units ("Units") of MethylGene Inc. ("MethylGene") (representing 46,710,921 common shares in the capital of MethylGene
("Common Shares") and 14,013,276 Warrants (as defined below)). The Units were acquired
at a subscription price of C$0.145 per Unit, for an aggregate
consideration of C$6,773,083.54, by way of private placement (the "Private Placement") pursuant to securities purchase agreements entered into on November
9, 2012 between MethylGene and each of the Offerors (the "Subscription Agreements"). Each Unit consists of one Common Share and thirty one-hundredths
(0.30) of a common share purchase warrant (each whole common share
purchase warrant, a "Warrant"). Each whole Warrant is exercisable for one Common Share (a "Warrant Share") at a price of C$0.174 until November 19, 2017, subject to the
adjustments and blocker provision described in the Warrants.
The 46,710,921 Common Shares acquired as part of the Private Placement
represent 9.39% of the issued and outstanding Common Shares immediately
following completion of the Private Placement. The 14,013,276 Warrants
acquired as part of the Private Placement represent 2.74% of the issued
and outstanding Common Shares and, aggregated with the 46,710,921
Common Shares, represent a total of 11.86% of the issued and
outstanding Common Shares, in each case immediately following
completion of the Private Placement and on a partially diluted basis (i.e., assuming only the exercise of all Warrants).
Immediately following the Private Placement, the Offerors own an
aggregate of 99,003,760 Common Shares (representing 19.90% of the
issued and outstanding Common Shares) and (ii) 29,701,127 Warrants
entitling them to purchase 29,701,127 Warrant Shares (representing
5.63% of the issued and outstanding Common Shares and, aggregated with
the 99,003,760 Common Shares, representing a total of 24.41% of the
issued and outstanding Common Shares in each case on a partially
diluted basis (i.e., assuming only the exercise of any convertible securities or rights to
acquire Common Shares of the Offerors).
The Offerors acquired the securities for investment purposes and not
with a view to acquiring control of or over MethylGene. Subject to
their agreements with MethylGene, and depending on market conditions
and other factors, the Offerors may from time to time increase or
decrease their ownership of securities of MethylGene, including by way
of private agreements, open market transactions, the exercise of
pre-emptive rights, or otherwise.
The Warrants include standard adjustment provisions for stock splits,
stock dividends, mergers, recapitalizations and the like as well as a
cashless exercise feature. In addition, the Warrants include a blocker
provision providing that MethylGene shall not effect any exercise of
the Warrants, and the holder thereof shall not have the right to
exercise any portion of the Warrants, to the extent that after giving
effect to such exercise, the holder (together with its affiliates and
joint actors) would beneficially own in excess of 19.99% of the Common
Shares outstanding immediately after giving effect to such exercise.
Notwithstanding any such limitations, each holder will have the right
to exercise its Warrants upon consummation of certain transactions,
such as a merger, the sale of all or substantially all of the assets of
MethylGene, a take-over bid or a similar transaction.
An early warning report in respect of the above-noted transaction will
be filed on SEDAR and will be available at www.sedar.com.
SOURCE: BAKER BROTHERS LIFE SCIENCES, L.P.
For further information:
Or to obtain a copy of the early warning report: Robert Coburn, Chief Operating Officer, 667 Madison Avenue, 21st Floor, New York, New York, 10065, (212) 339-5640