TSX Venture: QPT
EDMONTON, Dec. 3, 2018 /CNW/ - Quest PharmaTech Inc. (TSX-V: QPT) ("Quest" or the "Company"), a biopharmaceutical company developing and commercializing products to improve the quality of life, today announced that its board of directors (the "Board") has approved the adoption of a Shareholder Rights Plan Agreement (the "Rights Plan") between the Company and Computershare Trust Company of Canada.
The Rights Plan has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any take-over bid or other acquisition of control of the Company. The Rights Plan is not intended to deter or discourage bids. It allows a potential bidder to make a "Permitted Bid" as described below directly to the shareholders of the Company without the prior approval of the Board.
One right will be issued and attached to each common share of Quest outstanding as of November 27, 2018. For administrative convenience, the rights will trade with the common shares and be represented by the certificates representing common shares and no further action will be required by shareholders. A right will also automatically attach to each common share of Quest issued hereafter.
Subject to the terms of the Rights Plan and to certain exceptions provided therein, the rights will become exercisable in the event that, following the implementation of the Rights Plan, any person (an "Acquiring Person"), together with joint actors, acquires or announces its intention to acquire beneficial ownership of 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or in circumstances where the application of the Rights Plan is waived in accordance with its terms. The "Permitted Bid" provisions prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made to all holders of common shares of the Company (other than the bidder) by way of a take-over bid circular that remains open for acceptance for a minimum of 105 days and satisfies certain other conditions. In circumstances where a take-over bid does not comply with the requirements of the Rights Plan or where the application of the Rights Plan is not waived in accordance with its terms, the rights holders (other than the acquiring person and any joint actors) will be entitled to purchase additional common shares of the Company at a significant discount to the market price.
The Rights Plan has been conditionally approved by the TSX Venture Exchange and is effective immediately but is subject to ratification by the shareholders of the Company within six months of its effective date. The Company has called an annual meeting of shareholders for January 28, 2019 and the Rights Plan will be considered for ratification at that meeting. The Board considers the adoption of the Rights Plan to be desirable and in the interests of all of the Company's shareholders. If the Rights Plan is not ratified by the Company's shareholders within six months, the Rights Plan and all rights issued thereunder will terminate and cease to be effective at that time. If the Rights Plan is ratified, it will be required to be reconfirmed prior to the close of the annual meeting of shareholders to be held in 2022 to continue.
Neither the Board nor management of the Company is aware of any pending or threatened take-over bid for the Company.
About Quest PharmaTech Inc.
Quest PharmaTech Inc is a publicly traded, Canadian based biopharmaceutical company developing products to improve the quality of life. The Company through its subsidiary, OncoQuest and its Chinese joint venture, OncoVent, is developing antibody based immunotherapeutic products for cancer. Quest has an ownership interest in Bioceltran which is focused on SP Technology™ for transdermal delivery of drugs and photosensitizers for pharmaceutical and cosmetic purposes. Quest through its subsidiary, Madenco BioSciences, is focusing on the development of pharmaceutical products for dermatology and wound healing applications. Quest, through its ownership interest in OncoCare Therapeutics, is developing an antibody licensed from University of Nebraska, AR 9.6 mAb against truncated O-glycan on MUC16, for targeted cancer therapy applications.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Quest PharmaTech Inc.
For further information: Dr. Madi R. Madiyalakan, Chief Executive Officer, Quest PharmaTech Inc., Tel: (780) 448-1400 Ext. 204, Email: [email protected]; Internet: www.questpharmatech.com