TORONTO, Jan. 25, 2016 /CNW/ - ProMIS Neurosciences Inc. (the "Corporation") (PMN: TSX) announces that its board of directors ("Board") has adopted a shareholder rights plan (the "Rights Plan").
The Rights Plan is intended to ensure that, to the extent possible, the Corporation's Board and shareholders have adequate time to consider and evaluate any unsolicited takeover bid and to identify, solicit, develop and negotiate any value enhancing alternatives that would be considered appropriate. This will encourage fair treatment of the Corporation's shareholders in connection with any unsolicited takeover bid. The Rights Plan was not adopted in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over of the Corporation, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the Corporation.
The Board authorized the issuance of one right in respect of each common share of the Corporation outstanding at 5:00 p.m. (Toronto time) on January 22, 2016 and each share issued thereafter. The rights will become exercisable if a person, together with their affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its holdings, total 20% or more of the outstanding common shares of the Corporation (determined in the manner set out in the Rights Plan). Following the acquisition of 20% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase that number of common shares at a substantial discount to the market price of the common shares at that time.
The Rights Plan permits the acquisition of control of the Corporation through a "permitted bid", a "competing permitted bid" or a negotiated transaction. A "permitted bid" is one that, among other things, is made to all holders of common shares, is open for a minimum of 120 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders. The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan.
Although the Rights Plan is effective, it remains subject to acceptance by the TSX and ratification by shareholders. The Rights Plan will be submitted to the shareholders for ratification at the annual meeting in 2016. If it is not ratified within six months, the Rights Plan and any rights issued thereunder will terminate. If it is ratified, the Rights Plan will continue in effect until the third annual meeting of shareholders thereafter. A copy of the plan is available on SEDAR at www.sedar.com.
New Company office opened in Cambridge, Massachusetts
On a separate note, the Company is pleased to announce that it has opened today an office in the United States at Cambridge Innovation Center, 14th floor,1 Broadway, Cambridge, MA 02142. With this new office the company now has direct access to the vibrant biotechnology and medical science community in the Boston area.
About ProMIS Neurosciences, Inc.
The mission of ProMIS Neurosciences is to discover and develop precision medicine therapeutics for the early detection and effective treatment of neurodegenerative diseases, in particular Alzheimer's disease and ALS. ProMIS Neurosciences' proprietary target discovery engine is based on the use of two, complementary techniques. The Company applies its two computational, thermodynamic discovery platforms—ProMIS™ and Collective Coordinates — to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this unique "precision medicine" approach, ProMIS Neurosciences aims to develop novel antibody therapeutics and specific companion diagnostics for Alzheimer's disease and ALS. The company has also developed two proprietary technologies to specifically identify very low levels of misfolded proteins in a biological sample. In addition, ProMIS Neurosciences owns the exclusive rights to the genus patent relating to misfolded SOD1 in ALS, and currently has a preclinical monoclonal antibody therapeutic against this target.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release may contain certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE ProMIS Neurosciences Inc.
For further information: please consult the Company's website at: www.promisneurosciences.com, or contact Dr. Elliot Goldstein, President and Chief Executive Officer, ProMIS Neurosciences Inc., Tel. 415 341-5783, [email protected]