TORONTO, June 28 /CNW/ - PricewaterhouseCoopers Inc. in its capacity as
interim receiver (the "Interim Receiver") of the assets, property and
undertaking of Hemosol Corp. ("Corp") and its affiliate Hemosol LP ("LP", and
together with Corp, "Hemosol") today announced that the Ontario Superior Court
of Justice (the "Court") has authorized the Interim Receiver to enter into a
transaction which would result in the sale of all operating assets of Hemosol
pursuant to a two stage transaction. The transaction will result in the sale
of the assets and business of Hemosol to an entity controlled by Catalyst Fund
Limited Partnership II ("Catalyst").
Specifically, the Court has authorized the Interim Receiver to enter into
an Asset Purchase Agreement (the "APA"), pursuant to which the Interim
Receiver has agreed to sell to the Purchaser (as defined in the APA) all of
the right, benefit and interest, if any, of Hemosol in and to all of the
assets of Hemosol with the exception of certain contracts and financial assets
(the "Assets"). The Court also authorized the Interim Receiver to enter into a
Share Purchase Agreement (the "SPA"), pursuant to which Catalyst will purchase
the issued and outstanding share of the Purchaser. The execution of the SPA
and the APA is anticipated to take place within the next few days with closing
to follow late next week.
The proposed transaction is for the sale of the assets and business of
Hemosol to Catalyst, and does not contemplate the purchase by Catalyst of any
of the existing Hemosol entities, at this time. No distribution is expected
for creditors of Hemosol ranking subordinate to Catalyst or to the
shareholders of Hemosol in connection with the proposed transaction.
The Court has also authorized a further extension of the stay of
proceedings against Hemosol. The current Companies' Creditors Arrangement Act
stay of proceedings will now expire on July 31, 2007. The further extension
will allow the Interim Receiver to explore possible further transactions
relating to certain of the remaining assets of Hemosol.
Hemosol is an integrated biopharmaceutical developer and manufacturer of
biologics, particularly blood-related protein based therapeutics.
Certain statements concerning Hemosol's future prospects are
"forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other applicable securities
legislation. There can be no assurances that future results will be achieved,
and actual results could differ materially from forecasts and estimates.
Important factors that could cause actual results to differ materially from
forecasts and estimates include, but are not limited to: Hemosol's continued
viability as a going concern; the risk that Hemosol may not become profitable;
the Receiver's ability to complete a transaction pursuant to the terms of the
Order; and other factors set forth in filings with Canadian securities
regulatory authorities and the U.S. Securities and Exchange Commission. These
risks and uncertainties, as well as others, are discussed in greater detail in
the filings of Hemosol with Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission. Hemosol makes no commitment to revise
or update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.
For further information:
For further information: visit Hemosol's website at www.hemosol.com.
Information in respect of the receivership is available at