CALGARY, May 28, 2013 /CNW/ - Resverlogix Corp. ("Resverlogix") (TSX: RVX) announced today that holders ("Shareholders") of common shares of Resverlogix ("Resverlogix Shares") have approved the special resolution relating to the proposed spin-out of RVX Therapeutics Inc. ("Therapeutics") to Zenith Epigenetics Corp. (formerly 1741273 Alberta Ltd.), a newly-incorporated company ("Newco"), pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Upon completion of the Arrangement, shareholders of Resverlogix will own one common share of Resverlogix and one common share of Newco for each common share of Resverlogix held immediately prior to the Arrangement becoming effective.
The Arrangement was approved by approximately 99.89% of the votes cast by Shareholders at the special meeting of Shareholders held earlier today (the "Meeting"). Resverlogix will be making an application for the final order of the Court of Queen's Bench of Alberta in respect of the Arrangement (the "Final Order") on Thursday, May 30, 2013.
At the Meeting, Shareholders also approved ordinary resolutions approving: (i) a stock option plan for Newco to be effective upon completion of the Arrangement; and (ii) a long term incentive plan for Newco to be effective upon completion of the Arrangement.
As previously announced, pursuant to the Arrangement, Resverlogix will retain its research and development activities related to the development of compounds for applications with indications involving a therapeutic increase in Apolipoprotein A-1 ("Apo A-I"), including the clinical program related to RVX-208. Resverlogix will spin-off all other research and development activities related to its epigenetic platform technology to Newco.
The closing of the Arrangement remains subject to the satisfaction or waiver of the other conditions specified in the arrangement agreement between Resverlogix, Therapeutics and Newco entered into on April 29, 2013 (the "Arrangement Agreement"). If the Final Order is obtained on May 30, 2013 in form and substance satisfactory to Resverlogix and Newco, and all other conditions specified in the Arrangement Agreement are satisfied or waived, Resverlogix and Newco expect that the closing of the Arrangement will occur on June 3, 2013.
Resverlogix Corp. is a clinical stage cardiovascular company with an epigenetic platform technology that modulates protein production. Resverlogix is developing RVX-208, a first-in-class small molecule for the treatment of atherosclerosis. RVX-208 is the first BET bromodomain inhibitor in clinical trials. New compounds arising from Resverlogix's epigenetic drug discovery platform function by inhibiting BET bromodomains and have the potential to impact multiple diseases including autoimmune diseases, cancer and neurodegenerative diseases and diabetes mellitus. Resverlogix's common shares trade on the Toronto Stock Exchange (TSX: RVX). For further information please visit www.resverlogix.com. We can be followed on our blog at http://www.resverlogix.com/blog.
This news release may contain certain forward-looking information as defined under applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. In particular, this news release includes forward looking information relating to the relating to the ability of the parties to satisfy the conditions to, and to complete, the Arrangement and the anticipated date of closing of the Arrangement. Our actual results, events or developments could be materially different from those expressed or implied by these forward-looking statements. We can give no assurance that any of the events or expectations will occur or be realized. By their nature, forward-looking statements are subject to numerous assumptions and risk factors including but not limited to those assumptions and risk factors discussed in our Annual Information Form and most recent MD&A which are incorporated herein by reference and other documents we file from time to time with securities regulatory authorities, which are available through SEDAR at www.sedar.com The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. We disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Donald J. McCaffrey
President and CEO
Director of Investor Relations
SOURCE: Resverlogix Corp.