TORONTO, July 23 /CNW Telbec/ - OrbiMed Advisors, LLC announced today the
filing of the following press release and early warning report:
"PRESS RELEASE AND EARLY WARNING REPORT
This report is made pursuant to:
Part 5 of Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids
Section 102.1 of the Securities Act (Ontario)
Part 7 of OSC Rule 62-504 - Take-Over Bids and Issuer Bids
National Instrument 62-103 - The Early Warning System and Related
Take-Over Bids and Insider Reporting Issues
1. Name and address of Offeror:
OrbiMed Advisors, LLC ("OrbiMed")
767 Third Avenue
New York, NY 10017
2. Designation and number, or principal amount, of securities and the
offeror's security holding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
3. Designation and number, or principal amount, of securities and the
offeror's security holding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligations to file the news release.
OrbiMed, through its indirect wholly-owned subsidiary, Great White
North Holdings SRL, holds 14,248,750 Common Shares of Arius Research
Inc. ("ARIUS"), representing approximately 30.0% of the
47,471,626 issued and outstanding Common Shares of ARIUS.
Furthermore, assuming that the Class G Warrants held by OrbiMed are
exercised, OrbiMed would then hold approximately 31.2% of the issued
and outstanding Common Shares of ARIUS on a fully diluted basis.
Reference is made to the report filed by OrbiMed on March 6, 2006.
4. Designation and number, or principal amount of securities, and the
percentage of outstanding securities in the class of securities
referred to in paragraph 3 over which:
i. The offeror, either alone or together with any joint actors, has
ownership or control,
See paragraph 3 above.
ii. The offeror, either alone or together with any joint actors, has
ownership but control is held by other persons or companies
other than the offeror or any joint actor.
iii. The offeror, either alone or together with any joint actors, has
exclusive or shared control but does not have ownership.
5. The name of the market in which the transaction or occurrence that
gave rise to the news release took place:
6. The purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer.
On July 22, 2008, ARIUS and F. Hoffmann-La Roche Ltd. ("Roche")
signed a definitive agreement (the "Arrangement Agreement ") pursuant
to which Roche will acquire all of the outstanding Common Shares,
Class F Warrants and Class G Warrants in the capital of ARIUS for the
following consideration: Roche will pay $2.44 for each Common Share,
$1.44 for each Class F Warrant and $1.78 for each Class G Warrant.
The acquisition will be completed by way of a statutory plan of
arrangement. In addition to the approval of the shareholders and
warrant holders, the transaction will also require a court approval.
As part of the transaction, OrbiMed has entered into a support and
voting agreement pursuant to which OrbiMed will support the
transaction and vote its 5,767,500 Common Shares and 5,767,500 Class
G Warrants in favour of the transaction at the shareholders meeting
of ARIUS to be held in connection with the transaction. Shareholders,
warrant holders and management representing, together with OrbiMed,
54.3% of the outstanding Common Shares and 72.3% of the Outstanding
Class G Warrants and Class F Warrants have also entered into the
support and voting agreement.
On February 28, 2006 OrbiMed, through its indirect wholly-owned
subsidiary, Great White North Holdings SRL, entered into an investor
rights agreement with ARIUS, Xmark Opportunity Funds, Ltd., Efficacy
Capital, Ltd. and David Young (the "Investor Rights Agreement "). See
the report filed by OrbiMed on March 6, 2006 for further information
on the Investor Rights Agreement. On July 22, 2008, OrbiMed signed a
waiver and termination agreement pursuant to OrbiMed waived certain
rights under the Investor Rights Agreement which are applicable to
the transaction from July 22, 2008 to the earlier of (i) the
completion of the transaction; and (ii) the termination of the
The transaction, which is subject to customary closing conditions,
including regulatory approvals, is expected to close in the third
quarter of 2008.
7. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer, entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities.
See item 6.
8. The names of persons or companies acting jointly or in concert with
the offeror in connection with the disclosure required above.
9. In the case of a transaction or occurrence that did not take place on
a stock exchange or other market that represents a published market
for the securities, including an issuance from treasury, the nature
and value of the consideration paid by the offeror:
See item 6.
10. When applicable, a description of any change in any material facts
set out in a previous report under the legislation stated above.
This report amends and restates the information included in the
report filed on March 6, 2006 by OrbiMed.
DATED at New York, this 23th day of July 2008.
ORBIMED ADVISORS, LLC
By: (signed) Eric A. Bittelman
Name: Eric A. Bittelman
Title: Chief Financial Officer"
For further information:
For further information: Eric A. Bittelman, Chief Financial Officer,
(212) 739-6400, firstname.lastname@example.org