Accessibility Statement Skip Navigation
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • Data Privacy
  • Français
  • my CNW 
    • Login
    • Register
  • Client Login 
    • Online Member Centre
    • Next Gen Communications Cloud
    • Cision Communications Cloud®
  • Sign Up
  • Send a Release
Return to PR Newswire homepage
  • News
  • Products
  • Contact
When typing in this field, a list of search results will appear and be automatically updated as you type.

Searching for your content...

No results found. Please change your search terms and try again.
Advanced Search
  • News in Focus
      • Browse News Releases

      • All News Releases
      • All Public Company
      • News Releases Overview

      • Multimedia Gallery

      • All Multimedia
      • All Photos
      • All Videos
      • Multimedia Gallery Overview

      • Trending Topics

      • All Trending Topics
  • Business
      • Auto & Transportation

      • All Automotive & Transportation
      • Aerospace, Defense
      • Air Freight
      • Airlines & Aviation
      • Automotive
      • Maritime & Shipbuilding
      • Railroads and Intermodal Transportation
      • Supply Chain/Logistics
      • Transportation, Trucking & Railroad
      • Travel
      • Trucking and Road Transportation
      • Auto & Transportation Overview

      • View All Auto & Transportation

      • Business Technology

      • All Business Technology
      • Blockchain
      • Broadcast Tech
      • Computer & Electronics
      • Computer Hardware
      • Computer Software
      • Data Analytics
      • Electronic Commerce
      • Electronic Components
      • Electronic Design Automation
      • Financial Technology
      • High Tech Security
      • Internet Technology
      • Nanotechnology
      • Networks
      • Peripherals
      • Semiconductors
      • Business Technology Overview

      • View All Business Technology

      • Entertain­ment & Media

      • All Entertain­ment & Media
      • Advertising
      • Art
      • Books
      • Entertainment
      • Film and Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • Entertain­ment & Media Overview

      • View All Entertain­ment & Media

      • Financial Services & Investing

      • All Financial Services & Investing
      • Accounting News & Issues
      • Acquisitions, Mergers and Takeovers
      • Banking & Financial Services
      • Bankruptcy
      • Bond & Stock Ratings
      • Conference Call Announcements
      • Contracts
      • Cryptocurrency
      • Dividends
      • Earnings
      • Earnings Forecasts & Projections
      • Financing Agreements
      • Insurance
      • Investments Opinions
      • Joint Ventures
      • Mutual Funds
      • Private Placement
      • Real Estate
      • Restructuring & Recapitalization
      • Sales Reports
      • Shareholder Activism
      • Shareholder Meetings
      • Stock Offering
      • Stock Split
      • Venture Capital
      • Financial Services & Investing Overview

      • View All Financial Services & Investing

      • General Business

      • All General Business
      • Awards
      • Commercial Real Estate
      • Corporate Expansion
      • Earnings
      • Environmental, Social and Governance (ESG)
      • Human Resource & Workforce Management
      • Licensing
      • New Products & Services
      • Obituaries
      • Outsourcing Businesses
      • Personnel Announcements
      • Real Estate Transactions
      • Residential Real Estate
      • Small Business Services
      • Socially Responsible Investing
      • Surveys, Polls and Research
      • Trade Show News
      • General Business Overview

      • View All General Business

  • Science & Tech
      • Consumer Technology

      • All Consumer Technology
      • Artificial Intelligence
      • Blockchain
      • Cloud Computing/Internet of Things
      • Computer Electronics
      • Computer Hardware
      • Computer Software
      • Consumer Electronics
      • Cryptocurrency
      • Data Analytics
      • Electronic Commerce
      • Electronic Gaming
      • Financial Technology
      • Mobile Entertainment
      • Multimedia & Internet
      • Peripherals
      • Social Media
      • STEM (Science, Tech, Engineering, Math)
      • Supply Chain/Logistics
      • Wireless Communications
      • Consumer Technology Overview

      • View All Consumer Technology

      • Energy & Natural Resources

      • All Energy
      • Alternative Energies
      • Chemical
      • Electrical Utilities
      • Gas
      • General Manufacturing
      • Mining
      • Mining & Metals
      • Oil & Energy
      • Oil and Gas Discoveries
      • Utilities
      • Water Utilities
      • Energy & Natural Resources Overview

      • View All Energy & Natural Resources

      • Environ­ment

      • All Environ­ment
      • Conservation & Recycling
      • Environmental Issues
      • Environmental Policy
      • Environmental Products & Services
      • Green Technology
      • Natural Disasters
      • Environ­ment Overview

      • View All Environ­ment

      • Heavy Industry & Manufacturing

      • All Heavy Industry & Manufacturing
      • Aerospace & Defense
      • Agriculture
      • Chemical
      • Construction & Building
      • General Manufacturing
      • HVAC (Heating, Ventilation and Air-Conditioning)
      • Machinery
      • Machine Tools, Metalworking and Metallurgy
      • Mining
      • Mining & Metals
      • Paper, Forest Products & Containers
      • Precious Metals
      • Textiles
      • Tobacco
      • Heavy Industry & Manufacturing Overview

      • View All Heavy Industry & Manufacturing

      • Telecomm­unications

      • All Telecomm­unications
      • Carriers and Services
      • Mobile Entertainment
      • Networks
      • Peripherals
      • Telecommunications Equipment
      • Telecommunications Industry
      • VoIP (Voice over Internet Protocol)
      • Wireless Communications
      • Telecomm­unications Overview

      • View All Telecomm­unications

  • Lifestyle & Health
      • Consumer Products & Retail

      • All Consumer Products & Retail
      • Animals & Pets
      • Beers, Wines and Spirits
      • Beverages
      • Bridal Services
      • Cannabis
      • Cosmetics and Personal Care
      • Fashion
      • Food & Beverages
      • Furniture and Furnishings
      • Home Improvement
      • Household, Consumer & Cosmetics
      • Household Products
      • Jewelry
      • Non-Alcoholic Beverages
      • Office Products
      • Organic Food
      • Product Recalls
      • Restaurants
      • Retail
      • Supermarkets
      • Toys
      • Consumer Products & Retail Overview

      • View All Consumer Products & Retail

      • Entertain­ment & Media

      • All Entertain­ment & Media
      • Advertising
      • Art
      • Books
      • Entertainment
      • Film and Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • Entertain­ment & Media Overview

      • View All Entertain­ment & Media

      • Health

      • All Health
      • Biometrics
      • Biotechnology
      • Clinical Trials & Medical Discoveries
      • Dentistry
      • FDA Approval
      • Fitness/Wellness
      • Health Care & Hospitals
      • Health Insurance
      • Infection Control
      • International Medical Approval
      • Medical Equipment
      • Medical Pharmaceuticals
      • Mental Health
      • Pharmaceuticals
      • Supplementary Medicine
      • Health Overview

      • View All Health

      • Sports

      • All Sports
      • General Sports
      • Outdoors, Camping & Hiking
      • Sporting Events
      • Sports Equipment & Accessories
      • Sports Overview

      • View All Sports

      • Travel

      • All Travel
      • Amusement Parks and Tourist Attractions
      • Gambling & Casinos
      • Hotels and Resorts
      • Leisure & Tourism
      • Outdoors, Camping & Hiking
      • Passenger Aviation
      • Travel Industry
      • Travel Overview

      • View All Travel

  • Policy & Public Interest
      • Policy & Public Interest

      • All Policy & Public Interest
      • Advocacy Group Opinion
      • Animal Welfare
      • Canadian Federal Government
      • Canadian Municipal Government
      • Canadian Provincial Government
      • Corporate Social Responsibility
      • Domestic Policy
      • Economic News, Trends, Analysis
      • Education
      • Environmental
      • European Government
      • FDA Approval
      • Federal and State Legislation
      • Federal Executive Branch & Agency
      • Foreign Policy & International Affairs
      • Homeland Security
      • Labor & Union
      • Legal Issues
      • Natural Disasters
      • Not For Profit
      • Patent Law
      • Public Safety
      • Trade Policy
      • Policy & Public Interest Overview

      • View All Policy & Public Interest

  • People & Culture
      • People & Culture

      • All People & Culture
      • Aboriginal, First Nations & Native American
      • African American
      • Asian American
      • Children
      • Diversity, Equity & Inclusion
      • Hispanic
      • Lesbian, Gay & Bisexual
      • Men's Interest
      • People with Disabilities
      • Religion
      • Senior Citizens
      • Veterans
      • Women
      • People & Culture Overview

      • View All People & Culture

  • Advanced Search
  • Overview
  • Cision Communications Cloud®
  • Monitoring
  • Distribution
  • Multimedia
  • Guaranteed Paid Placement
  • AI Tools
  • IR
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media
  • Worldwide Offices
  • Hamburger menu
  • Cision Canada
  • Send a Release
  • FR
    • Phone

    • 877-269-7890 from 8 AM - 10 PM ET

    • ALL CONTACT INFO
    • Contact Cision

      877-269-7890
      from 8 AM - 10 PM ET

  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • News in Focus
    • Browse All News
    • Multimedia Gallery
    • Trending Topics
  • Business
    • Auto & Transportation
    • Business Technology
    • Entertain­ment & Media
    • Financial Services & Investing
    • General Business
  • Science & Tech
    • Consumer Technology
    • Energy & Natural Resources
    • Environ­ment
    • Heavy Industry & Manufacturing
    • Telecomm­unications
  • Lifestyle & Health
    • Consumer Products & Retail
    • Entertain­ment & Media
    • Health
    • Sports
    • Travel
  • Policy & Public Interest
    • Policy & Public Interest
  • People & Culture
    • People & Culture
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • Overview
  • Cision Communications Cloud®
  • Monitoring
  • Distribution
  • Multimedia
  • Guaranteed Paid Placement
  • AI Tools
  • IR
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media
  • Worldwide Offices
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR

Concerned Shareholders of Bioniche Comment on Court Decision


News provided by

William (Bill) M. Wells and Greg Gubitz

Jul 23, 2013, 14:48 ET

Share this article

Share toX

Share this article

Share toX

  • Bioniche Board continues to deploy tactics to delay a shareholder vote it knows it will lose
  • Bioniche and Court note that no break fee would be payable as part of a proposed transaction to sell the Animal Health Business
  • Shareholders continue to join the Concerned Shareholder Campaign for A Better Future for Bioniche by visiting www.savebioniche.com

TORONTO, July 23, 2013 /CNW/ - The Concerned Shareholders of Bioniche Life Sciences Inc. ("Bioniche") William (Bill) M. Wells, former Chief Executive Officer of Biovail Corporation, and Greg Gubitz, former General Counsel and Senior Vice President of Corporate Development at Biovail Corporation (the "Concerned Shareholders"), noted the Ontario Superior Court's decision that will see Bioniche shareholders hold the Board accountable for its actions at a Meeting of Shareholders on November 5, 2013. The Concerned Shareholders have posted the Court decision to www.savebioniche.com so that shareholders can review.

"We respect the decision of the Court and note that the Judge concluded that the case was a close call. We are pleased that almost 20% of the Company's outstanding shares were registered in support of a shareholders' meeting taking place on August 27, via letters of support from shareholders received as part of this process - in addition to the millions of other shares that continue to be pledged to the campaign for a better future for Bioniche," said Bill Wells, one of the Concerned Shareholders of Bioniche. "While the Court ruled against us, some very significant matters, which will benefit all Bioniche shareholders, have resulted from our efforts. We look forward to the November election."

The Concerned Shareholder efforts have resulted in:

  • Bioniche confirming that shareholders will have the right to vote on any proposed sale of Animal Health
  • Bioniche and the Court confirming that no break fee will be payable by Bioniche on any proposed sale of Animal Health
  • Confirmation that the shareholder vote will take place on November 5, 2013 without further delay

Continued Mr. Wells: "Clearly, if the Board believed that it had the support of shareholders, and support for the ill-advised plan to divest the Animal Health business, it would have allowed a vote to take place immediately. Instead, the incumbent directors saw fit to incur significant legal costs to continue to entrench themselves until they are forced to face shareholders in November. The Board may have secured a temporary reprieve, but it has lost all credibility in the eyes of shareholders as it continues to deviate from the most basic notions of good governance and shareholder democracy. This Board does not have a mandate to divest the Animal Health business and the Concerned Shareholders are not going away. On November 5, 2013 long-suffering shareholders will hold the Board accountable for its decisions."

"We thank the numerous shareholders - holders of millions of Bioniche shares - who have joined the Campaign for a Better Future For Bioniche and those who provided signed letters of support that were presented to the Court. If you haven't signed up yet, please do so at www.savebioniche.com."

Excerpts from the Court Ruling

Notwithstanding the Board's success in delaying the vote, the Concerned Shareholders are pleased with some of the comments from the Court in its ruling, including:

  • Recognition of the lengths the Board will go to in order to shield information:

    "Bioniche filed heavily redacted versions of the minutes of the meetings of its Board and Special Committee held on May 3, 2013. In light of the breadth of those redactions, one must proceed cautiously in considering the weight to be attached to the company's evidence about what transpired at those meetings…"

Wells v. Bioniche Life Sciences Inc., 2013 ONSC 4871, pg. 9

  • The Court's recognition that the case was close, but Bioniche's commitment to make any transaction (an action the Concerned Shareholders do not support) conditional on a shareholder vote and the Board Chairman's testimony that it is unlikely that a break fee would be part of any proposed arrangement, somewhat mitigated the risk in delaying the Meeting:

    "Although I have difficulty in understanding why half a year is necessary in order to amass sufficient evidence to allow shareholders to make an informed decision on the composition of the board of directors and the different groups' visions for the company, Bioniche's public commitment to make any divestiture agreement for Animal Health conditional on shareholder approval and [Board Chairman] Rae's testimony that break fees will be unlikely for any such agreement remove a major part of the prejudice associated with such a delay."

Wells v. Bioniche Life Sciences Inc., 2013 ONSC 4871, pg. 25

  • The Court's warning that Bioniche should not deviate from its commitments or attempt to further delay the Meeting of Shareholders:

    "Of course, any departure from that evidence by Bioniche [regarding a break fee on the sale of Animal Health] or any attempt to postpone the November 5 AGM date no doubt would be looked upon very unfavourably by a court in the event the applicants were compelled to seek any further relief tied to that evidence."

Wells v. Bioniche Life Sciences Inc., 2013 ONSC 4871, pg. 29

Mr. Wells concluded: "When shareholders are given the opportunity in November to vote to replace the Bioniche Board of Directors, they will be faced with a simple choice: allow the current Board and CEO, who have overseen long-term value destruction, the opportunity to finish the job by selling off the Animal Health business, or vote for new, credible directors who, together with an experienced management team, will oversee a value creation plan that will see Bioniche retain and grow the animal health business. More on this and other important information, including FAQs that are routinely updated as we receive questions from shareholders, can be found at www.savebioniche.com."

Information in Support of Public Broadcast Solicitation

William (Bill) M. Wells and Greg Gubitz (the "Concerned Shareholders") are relying on the exemptions under section 150(1.2) of the CBCA and section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by the Concerned Shareholders, and not by or on behalf of the management of Bioniche Life Sciences Inc. ("Bioniche").

Bioniche's address is 231 Dundas Street East, Belleville, Ontario, K8N 1E2.

The Concerned Shareholders have filed an information circular containing the information required by the CBCA and Form 51-102F5 - Information Circular of the Canadian Securities Administrators in respect of its proposed nominees. Such circular is available under Bioniche's company profile on SEDAR at www.sedar.com.

All costs incurred for the solicitation will be borne by the Concerned Shareholders, subject to reimbursement by Bioniche in accordance with the provisions of the CBCA.

To the knowledge of the Concerned Shareholders, none of the proposed nominees as directors, or their respective associates or affiliates, had or has any material interest, direct or indirect, in (i) any transaction since the beginning of Bioniche's most recently completed financial year; or (ii) in any proposed transaction which has materially affected or would materially affect Bioniche or any of its subsidiaries.

As no matters other than the election of directors are currently contemplated to be acted upon at the called meeting of Bioniche shareholders, none of the Concerned Shareholders or their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting of Bioniche shareholders other than the election of directors.

Information Regarding Bioniche

The information herein concerning Bioniche has been taken from or is based upon publicly available documents or records of Bioniche on file with Canadian securities regulatory authorities.

Forward Looking Information

Certain statements contained herein are "forward-looking statements". Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "expected", "scheduled", "estimates", "intends", "anticipates", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. The Concerned Shareholders cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.

SOURCE: William (Bill) M. Wells and Greg Gubitz

www.savebioniche.com

Greg Gubitz
416.624.6568
[email protected]

Bill Wells
[email protected]

Modal title

Organization Profile

William (Bill) M. Wells and Greg Gubitz

Contact Cision

  • 866-245-2317
    from 8 AM - 10 PM ET
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media

Products

  • Cision Communications Cloud®
  • Media Monitoring
  • Content Distribution
  • Multimedia Distribution
  • Measurement & Analytics
  • Investor Relations

About

  • About Cision Canada
  • About Cision
  • Media Partners
  • Careers
  • Accessibility Statement
  • APAC
  • APAC - Simplified Chinese
  • APAC - Traditional Chinese
  • Brazil
  • Canada
  • Czech
  • Denmark
  • Finland
  • France
  • Germany
  • India
  • Indonesia
  • Israel
  • Japan
  • Korea
  • Mexico
  • Middle East
  • Middle East - Arabic
  • Netherlands
  • Norway
  • Poland
  • Portugal
  • Russia
  • Slovakia
  • Spain
  • Sweden
  • United States
  • Vietnam

My Services

  • All News Releases
  • Online Member Centre
  • Next Gen Communications Cloud
  • Cision Communications Cloud®
  • my CNW

Do not sell or share my personal information:

  • Submit via [email protected] 
  • Call Privacy toll-free: 877-297-8921

Contact Cision

Products

About

My Services
  • All News Releases
  • Online Member Centre
  • Next Gen Communications Cloud
  • Cision Communications Cloud
  • my CNW
877-269-7890
from 8 AM - 10 PM ET
  • Terms of Use
  • Information Security Policy
  • Site Map
  • Cookie Settings
  • Accessibility Statement
Copyright © 2025 CNW Group Ltd. All Rights Reserved. A Cision company.