FMRC Family Trust converts existing notes of BELLUS Health inc. into convertible preferred shares



    CALGARY, April 16 /CNW Telbec/ - This press release is issued by FMRC
Family Trust ("FMRC"), as required by Canadian provincial securities
legislation. 1324286 Alberta Ltd. ("Alberta"), a wholly-owned subsidiary of
FMRC (a trust of which Dr. Francisco Bellini, the Chairman, President and
Chief Executive Officer of Bellus Health Inc. ("Bellus"), is a beneficiary)
owns 50% of the outstanding common shares of Picchio Pharma Inc. ("Picchio").
Pursuant to applicable securities legislation, the trustees of FMRC, Messrs.
John W. Churchill and Vernon H. Strang (the "Trustees"), are deemed to be
joint actors of FMRC, and the Trustees, FMRC and Alberta are deemed to be
joint actors of Picchio. For reporting purposes under the Early Warning
System, the Trustees are obliged to include the holdings of FMRC in
determining their ownership of the securities of Bellus and the Trustees, FMRC
and Alberta are obliged to include the holdings of Picchio.
    Pursuant to an agreement dated April 16, 2009, FMRC has converted US $6
million principal amount of 6% convertible senior notes due 2026 (the
"Existing Notes") of Bellus into 20,150,000 series A 6% Cumulative Convertible
Preferred Shares of Bellus (the "Preferred Shares"), at a rate of 3,096
Preferred Shares per US $1,000 principal amount of Existing Notes. The
Preferred Shares are convertible into common shares of Bellus, at the option
of the holder, at any time at a rate of 1 common share for 1 Preferred Share.
The Preferred Shares are entitled to 6% cumulative dividends payable in cash
or common shares of Bellus at the option of Bellus and will be automatically
converted into common shares of Bellus on the fifth anniversary of the date of
issuance.
    In the aggregate, the Preferred Shares issued to FMRC on April 16, 2009
and the dividends payable on such Preferred Shares are convertible into
27,032,571 common shares of Bellus, which would represent approximately 35.1%
of the outstanding common shares of Bellus. The foregoing assumes that the
Preferred Shares remain outstanding until maturity and are converted in full
on the basis of one common share for each Preferred Share and that all
dividends are paid by the issuance of common shares at an assumed market price
of $0.35 per share, but exclude any common shares of Bellus issuable upon
conversion or exercise of all other outstanding convertible securities of
Bellus (collectively, the "Conversion Assumptions").
    In addition to the said 20,150,000 Preferred Shares, FMRC currently owns
256,039 common shares of Bellus representing approximately 0.51% of Bellus's
common shares.
    On December 18, 2008, Picchio entered into various agreements with its
shareholders, Alberta and VSVI, under which all of the 11,450,429 shares of
Bellus held, directly or indirectly, by Picchio will be transferred to Alberta
and VSVI. Pursuant to such agreements, the parties have agreed to cause
5,725,215 common shares of Bellus to be transferred by Picchio to Alberta and
5,725,214 common shares of Bellus to be transferred by Picchio to VSVI by no
later than April 30, 2009 (collectively, the "Picchio Transfers"). Until the
common shares of Bellus are transferred by Picchio to FMRC, FMRC shall have no
ownership of and no rights to vote or receive dividends on such common shares.
    Assuming the Conversion Assumptions and conversion of the Preferred
Shares held by FMRC, Alberta and its joint actor, Picchio, would currently own
an aggregate of 11,450,429 common shares of Bellus, representing approximately
14.9% of the outstanding common shares of Bellus, or 5,725,215 common shares
of Bellus, representing approximately 7.4% of the outstanding common shares of
Bellus, after the Picchio Transfers. Under the same assumptions, FMRC and its
joint actors, Alberta and Picchio, would currently own an aggregate of
38,739,039 common shares of Bellus, representing approximately 50.3% of the
outstanding common shares of Bellus, or 33,013,825 common shares of Bellus,
representing 42.8% of the outstanding common shares of Bellus, after the
Picchio Transfers.
    Assuming that all outstanding convertible securities of Bellus, including
all Series A 6% Cumulative Convertible Preferred Shares issued by Bellus, as
well as the interest and dividends payable thereon, are converted on the same
basis as above, FMRC and its joint actors, Alberta and Picchio, would own
approximately 7.9% of the outstanding common shares of Bellus or 6.7% after
the Picchio Transfers.

    The transactions described in this press release were carried out
pursuant to private agreements.

    This press release does not constitute an admission that the Trustees,
FMRC, Alberta and Picchio in fact act jointly or in concert with respect to
the acquisition or disposition of securities of Bellus. In accordance with
applicable securities laws and depending on market conditions and other
relevant factors, all of them may make additional investments in or
dispositions of securities of Bellus, including additional purchases of Bellus
common shares.




For further information:

For further information: Mr. Roberto Bellini, (514) 282-0552 ext. 229

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FMRC FAMILY TRUST

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