TORONTO, July 23 /CNW Telbec/ - Efficacy Capital, Ltd. announced today
the filing of the following press release and early warning report:
"PRESS RELEASE AND EARLY WARNING REPORT
This report is made pursuant to:
Part 5 of Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids
Section 102.1 of the Securities Act (Ontario)
Part 7 of OSC Rule 62-504 - Take-Over Bids and Issuer Bids
National Instrument 62-103 - The Early Warning System and Related
Take-Over Bids and Insider Reporting Issues
1. Name and address of Offeror:
Efficacy Capital, Ltd. ("Efficacy")
11622 El Camino Real
San Diego, CA 92130
2. Designation and number, or principal amount, of securities and the
offeror's security holding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
3. Designation and number, or principal amount, of securities and the
offeror's security holding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligations to file the news release.
Efficacy holds 5,767,500 Common Shares of Arius Research Inc.
("ARIUS"), representing approximately 12.1% of the 47,471,626 issued
and outstanding Common Shares of ARIUS. Furthermore, assuming that
the Class G Warrants held by Efficacy are exercised, Efficacy would
then hold approximately 12.6% of the issued and outstanding Common
Shares of ARIUS on a fully diluted basis. Reference is made to the
report filed by Efficacy on March 6, 2006.
4. Designation and number, or principal amount of securities, and the
percentage of outstanding securities in the class of securities
referred to in paragraph 3 over which:
i. The offeror, either alone or together with any joint actors, has
ownership or control,
See paragraph 3 above.
ii. The offeror, either alone or together with any joint actors, has
ownership but control is held by other persons or companies other
than the offeror or any joint actor.
iii. The offeror, either alone or together with any joint actors, has
exclusive or shared control but does not have ownership.
5. The name of the market in which the transaction or occurrence that
gave rise to the news release took place:
6. The purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer.
On July 22, 2008, ARIUS and F. Hoffmann-La Roche Ltd. ("Roche")
signed a definitive agreement (the "Arrangement Agreement ") pursuant
to which Roche will acquire all of the outstanding Common Shares,
Class F Warrants and Class G Warrants in the capital of ARIUS for the
following consideration: Roche will pay $2.44 for each Common Share,
$1.44 for each Class F Warrant and $1.78 for each Class G Warrant.
The acquisition will be completed by way of a statutory plan of
arrangement. In addition to the approval of the shareholders and
warrant holders, the transaction will also require a court approval.
As part of the transaction, Efficacy has entered into a support and
voting agreement pursuant to which Efficacy will support the
transaction and vote its 5,767,500 Common Shares and 5,767,500
Class G Warrants in favour of the transaction at the shareholders
meeting of ARIUS to be held in connection with the transaction.
Shareholders, warrant holders and management representing, together
with Efficacy, 54.3% of the outstanding Common Shares and 72.3% of
the Outstanding Class G Warrants and Class F Warrants have also
entered into the support and voting agreement.
On February 28, 2006 Efficacy entered into an investor rights
agreement with ARIUS, Xmark Opportunity Funds, Ltd., Great White
North Holdings SRL, an indirect wholly-owned subsidiary of Orbimed
Advisors, LLC, and David Young (the "Investor Rights Agreement").
See the report filed by Efficacy on March 6, 2006 for further
information on the Investor Rights Agreement. On July 22, 2008,
Efficacy signed a waiver and termination agreement pursuant to
Efficacy waived certain rights under the Investor Rights Agreement
which are applicable to the transaction from July 22, 2008 to the
earlier of (i) the completion of the transaction; and (ii) the
termination of the Arrangement Agreement.
The transaction, which is subject to customary closing conditions,
including regulatory approvals, is expected to close in the third
quarter of 2008.
7. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer, entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities.
See item 6.
8. The names of persons or companies acting jointly or in concert with
the offeror in connection with the disclosure required above.
9. In the case of a transaction or occurrence that did not take place on
a stock exchange or other market that represents a published market
for the securities, including an issuance from treasury, the nature
and value of the consideration paid by the offeror:
See item 6.
10. When applicable, a description of any change in any material facts
set out in a previous report under the legislation stated above.
This report amends and restates the information included in the
report filed on March 6, 2006 by Efficacy.
DATED at San Diego, California, this 23th day of July 2008.
EFFICACY CAPITAL, LTD.
By: (signed) Jon Faiz Kayyem
Name: Jon Faiz Kayyem
Title: Managing Partner"
For further information:
For further information: Jon Faiz Kayyem, Managing Partner, (858)