LAVAL, QC, June 5 /CNW Telbec/ - Neurochem Inc. ("Neurochem") (NASDAQ:
NRMX, TSX: NRM) announced today that, in connection with its previously
announced private placement of US$80 million aggregate principal amount of
convertible notes (the "Notes") and warrants the ("Warrants") to purchase
common shares (the "Common Shares"), it has provided the Toronto Stock
Exchange (the "TSX") with written evidence that holders of more than 50% of
its securities are familiar with the terms of the Notes and Warrants and are
in favour thereof.
Pursuant to the rules of the TSX, without shareholder approval, Neurochem
could not issue more than 9,694,832 Common Shares (being 24.9% of the number
of Common Shares outstanding, on a non-diluted basis, as at the date of the
conditional approval of the private placement by the TSX) upon conversion of
the Notes and exercise of the Warrants or give effect to certain adjustment
and anti-dilution provisions of the Notes or Warrants that would result in an
exercise or conversion price that is less than the "market price" of the
Common Shares as such term is defined for the purposes of the rules of the
In order to benefit from the exemption set forth at Section 604 of the
TSX Company Manual from the requirement to hold a special shareholders'
meeting to obtain the required approval, Neurochem has provided the TSX with
written evidence that holders of more than 50% of its voting securities are
familiar with the terms of the Notes and Warrants, including the provisions
that could result in the issuance of Common Shares in excess of the 9,694,832
Common Shares or in the exercise or conversion price of the Warrants or Notes
being less than the "market price" of the Common Shares as such term is
defined for the purposes of the rules of the TSX and are in favour thereof.
Such approval will be effective on June 12, 2007.
The forms of Notes and Warrants are available at www.sedar.com and at
Neurochem Inc. is focused on the development and commercialization of
innovative therapeutics to address critical unmet medical needs. Eprodisate
(KIACTA(TM)) is currently being developed for the treatment of Amyloid A (AA)
amyloidosis, and is under regulatory review for marketing approval by the
United States Food and Drug Administration, the European Medicines Agency and
Swissmedic. Tramiprosate (ALZHEMED(TM)), for the treatment of Alzheimer's
disease, has completed a Phase III clinical trial in North America and is
currently in a Phase III clinical trial in Europe, while tramiprosate
(CEREBRIL(TM)), for the prevention of Hemorrhagic Stroke caused by Cerebral
Amyloid Angiopathy, has completed a Phase IIa clinical trial.
To Contact Neurochem
For additional information on Neurochem and its drug development
programs, please call the North American toll-free number 1 877 680-4500 or
visit our Web Site at: www.neurochem.com.
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 Neurochem's
control. Such risks include but are not limited to: the impact of general
economic conditions, general conditions in the pharmaceutical industry,
changes in the regulatory environment in the jurisdictions in which Neurochem
does business, stock market volatility, fluctuations in costs, and changes to
the competitive environment due to consolidation, that actual results may vary
once the final and quality-controlled verification of data and analyses has
been completed, as well as other risks disclosed in public filings of
Neurochem. 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 the forward-looking statements
included in this news release. These statements speak only as of the date made
and Neurochem is under no obligation and disavows any intention to update or
revise such statements as a result of any event, circumstances or otherwise.
Please see the Annual Information Form for further risk factors that might
affect the Company and its business.
For further information:
For further information: Lise Hébert, Ph.D., Vice President, Corporate
Communications, (450) 680-4572, firstname.lastname@example.org