LAVAL, QC, April 19, 2012 /CNW/ - BELLUS Health Inc. (TSX: BLU) ("BELLUS Health" or the "Company") today announced that as part of the proposed transaction with Pharmascience Inc. ("Pharmascience") announced on April 5, 2012, the Company, upon completion of the proposed transaction, will consolidate its common shares on the basis of one new post-consolidation common share for every 30 pre-consolidation common shares. The Company also advised that it will send materials relating to this year's annual and special meeting to securityholders of record as of April 18, 2012.
The annual and special meeting is scheduled to be held at the offices of BELLUS Health, located at 275 Armand Frappier, Laval, Québec on May 15, 2012, at 10:00 a.m. (Eastern Time). The meeting will consider the proposed partnership between BELLUS Health and Pharmascience, among other items.
Stakeholders of record who are unable to attend the meeting may vote their securities by completing the form of proxy that will be included in the information package to be sent to securityholders following the record date. The meeting materials will also be available at www.sedar.com.
The proposed share consolidation will facilitate growth as the Company pursues development of its Phase III compound KIACTA™ and seeks to add promising compounds to its development pipeline. Securityholders will vote on the share consolidation at the annual and special meeting, in connection with the proposed plan of arrangement with Pharmascience. Following the proposed plan of arrangement and share consolidation, it is expected that there will be 47.4 million basic shares outstanding and 61.1 million fully diluted shares outstanding. No fractional common shares will be issued in connection with the consolidation. In the event that the consolidation would otherwise result in the issuance of a fractional common share, such fraction of a common share will be rounded down to the nearest whole number. The consolidation is subject to the approval of the securityholders of BELLUS Health as well as the Toronto Stock Exchange (TSX).
Summary of the strategic partnership and financing with Pharmascience
Under the terms of the proposed transaction, BELLUS will cause its business and operations, including all of its assets and substantially all of its liabilities, to be transferred to BELLUS LP which will be owned at 89.6% by New BELLUS, a new public company owned by BELLUS' former securityholders and owned at 10.4% by Pharmascience. New BELLUS, through BELLUS LP, will have substantially the same assets that BELLUS now has but with additional capital of $17.25 million, composed of $8.15 million in non-dilutive capital and a $9.1 million equity investment by Pharmascience. New BELLUS will also have substantially less liabilities resulting from the conversion of the majority of BELLUS' debts into common shares.
Common shares of BELLUS Health will be exchanged on a one-for-one basis for common shares of New BELLUS. New BELLUS will carry on its business operations under the name "BELLUS Health Inc." and apply to have its common shares listed with the same "BLU" symbol on the Toronto Stock Exchange. The current senior management of BELLUS Health will continue with New BELLUS.
A summary of the benefits of this transaction for BELLUS Health securityholders are:
- It will fund the Company beyond Phase III pivotal data for KIACTA™ in the treatment of AA Amyloidosis. This Phase III trial is currently enrolling patients;
- It brings a strategic partner to BELLUS Health as it advances KIACTA™ and looks for opportunities to add to its pipeline;
- The resulting company will have a simpler capital structure, which should attract a broader range of investors and encourage greater trading liquidity.
The board of directors of BELLUS Health has concluded that the Arrangement is fair, from a financial point of view, to the Securityholders and is in the best interests of the Company. As a result, the Board has resolved unanimously to recommend that the Securityholders vote for the resolution approving the Arrangement.
Completion of the arrangement is subject to certain conditions, including, among others, the receipt of requisite approvals by the Company's securityholders, the final approval of the Québec Superior Court of Justice, and approval by the Toronto Stock Exchange. If all necessary approvals are obtained and the conditions of the completion of the arrangement are satisfied or waived, it is expected that the arrangement will be completed on or about May 25, 2012.
Interim order of the Québec Superior Court of Justice
BELLUS Health has obtained on April 18, 2012, an interim order of the Québec Superior Court of Justice, which provides for, among other things, the holding of a special meeting of holders of securities of BELLUS Health to approve the previously announced plan of arrangement under the Canada Business Corporations Act regarding the proposed partnership between BELLUS Health and Pharmascience.
About Pharmascience (www.pharmascience.com)
Founded in 1983, Pharmascience is a Canadian-owned pharmaceutical company that is based in Montreal and has over 1,300 employees. Pharmascience specializes in the development and marketing of a wide range of innovative and high-quality generic drugs, available by prescription, over the counter and in hospitals. Ranked third among the largest Canadian pharmaceutical companies in terms of prescriptions, Pharmascience sells its products in over 60 countries, with sales in excess of $700 million.
About BELLUS Health (www.bellushealth.com)
BELLUS Health is a development-focused healthcare company concentrating on products that provide innovative health solutions and address critical unmet medical needs. The Company, in collaboration with its partner, Celtic Therapeutics, is currently advancing its novel drug candidate KIACTA™, through phase III trials for treatment of AA Amyloidosis, an orphan indication resulting in renal dysfunction that often rapidly leads to dialysis and eventually death. AA Amyloidosis affects approximately 50,000 individuals in the United States, Europe and Japan.
Forward Looking Statements
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking statements. Such statements, based as they are on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond BELLUS Health Inc.'s control. Such risks include but are not limited to: the ability to obtain financing immediately in current markets, the impact of general economic conditions, general conditions in the pharmaceutical and/or nutraceutical industry, changes in the regulatory environment in the jurisdictions in which the BELLUS Health Inc. does business, stock market volatility, fluctuations in costs, and changes to the competitive environment due to consolidation, achievement of forecasted burn rate, achievement of forecasted clinical trial milestones, and that actual results may vary once the final and quality-controlled verification of data and analyses has been completed. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These statements speak only as of the date made and BELLUS Health Inc. is under no obligation and disavows any intention to update or revise such statements as a result of any event, circumstances or otherwise, unless required by applicable legislation or regulation. Please see the Company's public fillings including the Annual Information Form of BELLUS Health Inc. for further risk factors that might affect the Company and its business.
For further information:
416-815-0700 ext. 248 | [email protected]