MONTREAL, June 25 /CNW Telbec/ - Victoria Square Ventures Inc. ("VSVI")
announces that on June 25, 2009, Picchio Pharma Inc. ("Picchio") transferred
to VSVI ownership of 5,725,214 common shares of Bellus Health Inc. ("Bellus").
These shares were transferred pursuant to previously disclosed agreements
between Picchio and its shareholders, VSVI and 1324286 Alberta Ltd.
("1324286"), a wholly owned subsidiary of the FMRC Family Trust (of which Dr.
Francesco Bellini, the Chairman, President and Chief Executive Officer of
Bellus is a beneficiary), under which Picchio agreed to transfer to VSVI and
1324286 all of the shares of Bellus held, directly or indirectly, by Picchio.
After completion of such transfers, Picchio does not hold any shares of
Bellus. The 5,725,214 common shares transferred to VSVI represent
approximately 11.4% of the outstanding common shares of Bellus.
After completion of the transfer described above, VSVI owns 6,897,918
common shares of Bellus, 21,672,000 Series A 6% Cumulative Convertible
Preferred Shares of Bellus (the "Preferred Shares") and $10,807,500 principal
amount of senior convertible notes (the "Senior Notes").
Assuming the conversion of: (i) the Senior Notes, (ii) the Preferred
Shares, (iii) the dividends payable on the Preferred Shares, and (iv) the
interest payable on the Senior Notes, VSVI would own an aggregate of
144,698,632 common shares of Bellus, representing approximately 77.0% of the
outstanding common shares of Bellus. The foregoing assumes that the Senior
Notes remain outstanding until their respective Maturity Dates, that all
interest thereon is paid by the issuance of Bellus common shares at $0.20 per
share, that the Preferred Shares remain outstanding until maturity, that the
Preferred Shares are converted in full on the basis of one common share for
each Preferred Share, that all dividends payable in respect of the Preferred
Shares are paid by the issuance of common shares at an assumed market price of
$0.35 per share, but excluding any common shares of Bellus issuable upon
conversion or exercise of all other outstanding convertible securities of
Bellus (collectively, the "Conversion Assumptions").
If all of the other outstanding senior convertible notes and Series A 6%
Cumulative Convertible Preferred Shares of Bellus, and the interest and
dividends payable thereon, are converted on the same basis as above, VSVI
would own approximately 29% of the outstanding common shares of Bellus.
The transactions described in this press release were carried out
pursuant to private agreements in connection with a reorganization of
Picchio's holdings and the proposed distribution of substantially all of the
assets of Picchio.
VSVI holds the Bellus common shares, the Preferred Shares and the Senior
Notes for investment purposes and, in accordance with applicable securities
laws, it may increase or decrease its investment in Bellus depending on market
conditions and other relevant factors.
For further information:
For further information: Peter Kruyt, President and Chief Executive
Officer, Victoria Square Ventures Inc., (514) 286-7400