PRINCETON, NJ, Dec. 31 /CNW/ - NUCRYST Pharmaceuticals Corp. ("Nucryst") (TSX:NCS / NASDAQ: NCST) today reconvened the Special Meeting of Shareholders which was previously adjourned on Monday, December 21, 2009. The meeting was originally held to consider a special resolution (the "Amalgamation Resolution") to approve the proposed amalgamation of Nucryst with a newly formed subsidiary of The Westaim Corporation ("Westaim") to form Amalco (the "Amalgamation"). The purpose of the adjournment was to afford Nucryst additional time to allow for the completion of the United States regulatory review process associated with the Amalgamation, which is a "going private" transaction under applicable United States securities laws.
The meeting reconvened today was further adjourned until January 22, 2010 to allow additional time to complete the United States regulatory review process. Under the Amalgamation, Nucryst shareholders other than Westaim will receive for each issued and outstanding share in Nucryst one redeemable preferred share in the capital of Amalco, which will be redeemed for US$1.77 in cash upon the completion of the Amalgamation.
If the Amalgamation is ultimately approved by shareholders and completed, Nucryst intends to delist from the TSX and NASDAQ stock exchanges.
This news release is for information purposes only and is not a substitute for the definitive agreements or other disclosure in relation to the described Amalgamation. There can be no assurance that the closing conditions of the Amalgamation will be satisfied, or that the transaction will be completed as proposed or at all.
About NUCRYST Pharmaceuticals Corp.
NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST; TSX: NCS) following the closing of the sale of the Acticoat business consists primary of cash and short-term investments and no longer has any income other than interest income on its investment balances. The Company retains a few employees who are working towards the completion of the proposed Amalgamation.
This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada (collectively "forward-looking statements"). Forward-looking statements in this news release include, but are not limited to, statements regarding the completion of the proposed Amalgamation described. With respect to the forward-looking statements contained in this news release, readers are cautioned that numerous risks, uncertainties and other factors could cause actual results or events to differ materially from those indicated in these statements including, but not limited to: the failure to satisfy any of the conditions to closing of the amalgamation agreement; future shareholder actions with respect to the proposed Amalgamation; our ability to satisfy regulatory and stock exchange standards and requirements to complete the proposed Amalgamation; the uncertainty of our future operating results following the completion of the sale of the business. Although we have attempted to identify the important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements in this release, there may be other factors that cause actual results or events to differ from those expressed or implied in forward looking statements. For a more thorough discussion of the risks associated with our business, see the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2008 and in our Quarterly Reports on Form 10-Q for 2009 as filed with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov and with securities authorities in Canada on SEDAR at www.sedar.com. All forward-looking statements are expressly qualified in their entirety by this cautionary statement and NUCRYST disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future developments or otherwise after the date hereof.
%SEDAR: 00023031E %CIK: 0001344674
SOURCE NUCRYST PHARMACEUTICALS CORP.
For further information: For further information: David Wills, Investor Relations, (416) 504-8464