Outcome Also Triggers Board Decision to Accelerate Stock Option Vesting and Fixing Deadline for Exercise Business Development Activities Updated
QUÉBEC CITY, Feb. 12, 2016 /CNW Telbec/ - DiagnoCure Inc. (TSX: CUR) (OTCQX: DGCRF) ("DiagnoCure" or the "Corporation") announced today that at a special meeting of its shareholders held on February 12, 2016 (the "Meeting"), shareholders approved the special resolutions related to both the asset sale of the Corporation's PCA3 prostate cancer biomarker to Gen-Probe Incorporated and the reduction of stated capital.
Each resolution to be approved required the favorable vote of 66 2/3% of the votes cast by shareholders of DiagnoCure. Shareholders holding collectively 59.86% of all issued and outstanding shares of DiagnoCure were present or represented by proxy at the Meeting. The PCA3 asset sale special resolution was approved by 99.42% of the votes cast by the shareholders. The reduction of stated capital special resolution was approved by 99.43% of the votes cast by the shareholders.
DiagnoCure expects that the closing of the PCA3 asset sale transaction will occur on or about February 17, 2016. The Corporation intends to proceed as soon as possible after the closing date with a $5,200,000 return of capital to its shareholders from proceeds of the PCA3 asset sale transaction in connection with the approved corresponding reduction of stated capital held with respect to the Corporation's common shares. This capital distribution will be completed in compliance with the policies of the Toronto Stock Exchange.
Jacques Simoneau, DiagnoCure's Chairman of the Board, commented, "We are pleased to acknowledge the support provided by our shareholders manifested in the approval of the two resolutions presented to them. DiagnoCure's board of directors and management team remain committed to concluding the next tasks at hand in a manner that will maximize residual shareholder value."
Outstanding Stock Options
DiagnoCure's Board of directors also announced its decision, in accordance with the Corporation's Stock Option Plan, to accelerate the vesting of all outstanding stock options, which will expire on February 16, 2016 if not exercised. Of 1,780,402 options exercisable, there are currently 145,402 having an exercise price below $0.15.
Business Development Update
As indicated in prior communications, DiagnoCure has been actively pursuing business development activities in relation to additional assets held by the Corporation, including the Previstage® GCC colorectal cancer staging test, a well-documented and ready-to-market test, and the PCP multi-marker prostate cancer test. Change in the expression pattern of the markers used in the PCP test has been associated with a high probability of detecting cancer before the first biopsy. A validation study performed in 2014 indicated that the PCP test appears to be well suited for risk stratification of high-grade prostate cancers with a Gleason score equal to or greater than 7.
With shareholders having voted in favor of the two resolutions, management will continue its focused efforts on the closing of other transactions with third parties who have shown interest in the above tests and other assets of the Corporation, including biorepositories of specimens from prostate, lung, colon and kidney cancer patients.
"During the past few weeks, DiagnoCure has continued pursuit of discussions with third parties under terms of confidentiality agreements with the objective of building potential business relationships concerning one or more of the above listed assets. While we cannot predict the outcome of current discussions, we are pleased to see a continuing level of interest regarding assets of the Corporation among several companies with which the Corporation has been engaged," commented Dr. Yves Fradet, DiagnoCure's President and Chief Medical Officer.
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation that develops and provides molecular and genomic tests to support effective clinical decisions enabling personalized medicine in oncology. Previstage® GCC and the Corporation's new multi-marker prostate cancer test ("PCP") are currently available for licensing. For more information, please visit www.diagnocure.com.
This release may contain forward-looking statements that involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expected. Forward-looking statements can be identified by the use of the conditional or forward-looking terminology such as "anticipates", "assumes", "believes", "estimates", "expects", "intend", "may", "plans", "projects", "should", "will", or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. All such forward-looking statements are made pursuant to the "safe-harbor" provisions of applicable Canadian securities laws. By their very nature, forward-looking statements are based on expectations and hypotheses and also involve risks and uncertainties, known and unknown, many of which are beyond DiagnoCure's control. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and that they should not place undue reliance on these forward-looking statements. For instance, any forward-looking statements regarding the outcome of research and development projects, clinical studies and future revenues, including those related to Previstage® GCC and to PCP, are based on management expectations and such outcome may vary materially depending on global political and economic conditions, dependence on collaboration partners, uncertainty of healthcare reimbursement, and marketing and distribution challenges. In addition, the reader is referred to the applicable general risks and uncertainties described in DiagnoCure's most recent Annual Information Form under the heading "Risk Factors". DiagnoCure undertakes no obligation to publicly update or revise any forward-looking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.
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