Trillium Securityholders Approve Acquisition by Pfizer
26 Octobre 2021 - 11:15PM
Trillium Therapeutics Inc. (“Trillium” or the
“Company”) (NASDAQ/TSX: TRIL), a clinical stage
immuno-oncology company developing innovative therapies for the
treatment of cancer, today announced that its securityholders
approved a statutory arrangement with PF Argentum ULC (“PF
Argentum”) a wholly-owned, indirect subsidiary of Pfizer Inc.
(NYSE: PFE) (“Pfizer”) at the special meeting of Trillium
securityholders today. Pursuant to the arrangement, PF Argentum
will acquire all of the issued and outstanding shares and warrants
of Trillium, other than Trillium securities owned by Pfizer and its
affiliates.
The special resolution approving the arrangement
was approved by: (i) 99.61% of the votes cast by Trillium
shareholders voting as a single class present in person or
represented by proxy and entitled to vote at the meeting; and (ii)
99.64% of the votes cast by Trillium shareholders and warrant
holders, voting as a single class present in person or represented
by proxy and entitled to vote at the meeting.
A non-binding resolution approving the
compensation that may become payable to certain executive officers
of Trillium in connection with the arrangement was also approved by
97.11% of the votes cast by holders of Trillium common shares
present in person or represented by proxy at the meeting.
Upon closing of the arrangement, Trillium
shareholders other than Pfizer and its affiliates will receive
US$18.50 per share in cash subject to any applicable withholdings
and other source deductions, and warrant holders will receive, at
the holder’s election, (1) a cash payment equal to the amount by
which US$18.50 exceeds the exercise price per share of such
warrant, subject to applicable withholdings and other source
deductions, or (2) a cash payment equal to the Black Scholes value
of such warrant (as calculated pursuant to the terms and conditions
of the certificate governing such warrant), subject to applicable
withholdings and other source deductions.
The arrangement is subject to court and
regulatory approvals and clearances, as well as other customary
closing conditions. Subject to the satisfaction of such conditions,
the transaction is expected to be completed in the fourth quarter
of 2021 or the first half of 2022.
About Trillium Therapeutics
Trillium is a clinical stage immuno-oncology
company developing innovative therapies for the treatment of
cancer. Our two clinical programs, TTI-622 and TTI-621, target
CD47, a “don’t eat me” signal that cancer cells frequently use to
evade the immune system. For more information:
www.trilliumtherapeutics.com.
Caution Regarding Forward-Looking
Information
To the extent any statements made in this report
contain information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and
forward-looking information under Canadian securities law
(collectively, “forward-looking statements”). Certain statements in
this report may constitute forward-looking statements, which
reflect the expectations of Trillium’s management regarding the
business prospects and opportunities of Trillium and the
arrangement. The use of words such as “may,” “will,” “could,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “projects,” “seeks,” “endeavor,”
“potential,” “continue” or the negative of such words or other
similar expressions can be used to identify forward-looking
statements. Trillium’s actual results could differ materially from
those stated or implied in forward-looking statements due to a
number of factors including but not limited to risks related to the
satisfaction or waiver of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including the
possibility that the proposed transaction does not close; the
response of business partners and competitors to the announcement
of the proposed transaction, and/or potential difficulties in
employee retention as a result of the announcement and pendency of
the proposed transaction; significant transaction costs; and
unknown liabilities and the risk of litigation and/or regulatory
actions related to the proposed transaction. Please also refer to
the factors discussed under “Risk Factors” and “Special Note
Regarding Forward-looking Information” in Trillium’s Annual Report
on Form 10-K for the year ended December 31, 2020, with the U.S.
Securities Exchange Commission (“SEC”), each as updated by
Trillium’s subsequent disclosure filings, which are available at
www.sec.gov and at www.sedar.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. All forward-looking
statements herein are qualified in their entirety by this
cautionary statement and are made as of the date of this document.
Trillium disclaims any obligation to revise or update any such
forward-looking statements or to publicly announce the result of
any revisions to any of the forward-looking statements contained
herein to reflect future results, events or developments, except as
required by law.
Company Contact:Rosemary
HarrisonSVP, Corporate Development and StrategyTrillium
Therapeutics Inc. 857-412-7029
x225investors@trilliumtherapeutics.com
www.trilliumtherapeutics.com
Trillium Therapeutics (NASDAQ:TRIL)
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