MONTREAL, May 25, 2012 /CNW Telbec/ - This press release is issued by Victoria Square Ventures Inc. ("VSVI") as required by Canadian securities legislation. VSVI notes that BELLUS Health Inc. (now 2930862 Canada Inc.) ("Old BELLUS") has announced that on May 25, 2012, Old BELLUS consummated its previously announced strategic partnership with Pharmascience Inc. The strategic partnership was effected by way of a statutory plan of arrangement (the "Arrangement") pursuant to which, among other things, all of Old BELLUS's outstanding convertible preferred shares and some of its issued and outstanding convertible notes were converted into common shares of Old BELLUS, following which all Old BELLUS common shares were exchanged for common shares of 8103976 Canada Inc. (now BELLUS Health Inc.) ("New BELLUS"). Under the Arrangement, New BELLUS also assumed the obligations of Old BELLUS with respect to the 15% Senior Convertible Notes due 2014 of Old BELLUS (which were amended by the Arrangement to be subordinate and due 2016) (the "Notes"). For details about the Arrangement, please refer to the management information circular of Old BELLUS dated April 18, 2012 (the "BELLUS Circular"), which is available at www.sedar.com.
Immediately prior to the Arrangement, VSVI owned the following securities of Old BELLUS: (i) 28,519,539 common shares; (ii) 21,672,000 convertible preferred shares and (iii) $10,807,500 principal amount of Notes (plus interest).
Pursuant to the terms of the Arrangement, VSVI (i) converted $10,807,500 of its holdings of Notes into common shares of Old BELLUS on the basis of $0.05 per share; (ii) exchanged each Old BELLUS preferred share it held for 3.23 Old BELLUS common shares; and (iii) exchanged all of its Old BELLUS common shares for New BELLUS common shares on a one-for-one basis.
As a result, upon completion of the Arrangement and the subsequent implementation of a share consolidation whereby the common shares of New BELLUS were consolidated on a 30:1 basis, VSVI owns the following securities of New BELLUS: (i) 10,489,003 common shares, representing approximately 22.1% of the outstanding common shares of New BELLUS, and (ii) Notes with an amount outstanding of $10,930,243, representing 100% of the amount of the outstanding Notes. The amount outstanding under the Notes no longer accrues interest and may be converted on maturity or in certain other circumstances described in the BELLUS Circular into common shares of New BELLUS on the basis of $0.05 per share. VSVI does not hold any other securities of New BELLUS and no longer holds any securities of Old BELLUS.
VSVI holds the New BELLUS common shares and Notes for investment purposes and, in accordance with applicable securities laws, it may increase or decrease its investment in New BELLUS depending on market conditions and other relevant factors.
For further information:
For further information or to obtain a copy of the early warning report filed by VSVI in connection with the above, which is also available on www.sedar.com, please contact:
President and Chief Executive Officer
Victoria Square Ventures Inc.
751 Victoria Square
Telephone: 514 286-7400