Vasogen Inc. and IntelliPharmaCeutics Jointly Announce Shareholder Approval of Plan of Arrangement and Merger
19 Octobre 2009 - 10:10PM
PR Newswire (US)
MISSISSAUGA, ON, Oct. 19 /PRNewswire-FirstCall/ -- Vasogen Inc.
(NASDAQ:VSGN; TSX:VAS) and IntelliPharmaCeutics Ltd. ("IPC") are
pleased to announce that shareholders of each company have approved
the plan of arrangement and merger pursuant to which Vasogen will
combine with IPC to continue as a publicly-traded entity to be
called IntelliPharmaCeutics International Inc. IPC is a
privately-held specialty pharmaceutical company that is focused on
developing and manufacturing new and generic controlled-release
pharmaceutical products using its broadly applicable, proprietary
delivery technologies. Separately, Vasogen's shareholders also
approved the plan of arrangement with Cervus LP (TSXV:CVL.UN), an
Alberta based limited partnership, that will reorganize Vasogen
prior to completion of the transaction with IPC and which will
provide gross proceeds to Vasogen of approximately Cdn$7.5 million
in non-dilutive capital. Vasogen and IPC have been advised that the
securityholders of Cervus and of Cervus GP Ltd., the general
partner of Cervus, respectively, have also approved the plan of
arrangement. Various other customary closing conditions remain to
be satisfied, including obtaining a final order approving the plan
of arrangement from the Commercial List of the Superior Court of
Justice Ontario (the "Court") and conditional listing approval from
the Toronto Stock Exchange and NASDAQ. A final hearing on the plan
of arrangement will be held at the Court in Toronto, Ontario, on
October 21, 2009 at or about 10:00 a.m. local time. Subject to the
approval by the Court and satisfaction of other conditions, it is
expected that the plan of arrangement and the other transactions
contemplated therein will close on or about October 22, 2009.
Details of the transaction are contained in Vasogen's and IPC's
Joint Management Information Circular dated September 16, 2009.
This document is available at http://www.sedar.com/. Vasogen Safe
Harbor Statement Certain statements in this document constitute
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and/or
"forward-looking information" under the Securities Act (Ontario).
These statements include, without limitation, our plans to complete
the business combination resulting from our strategic review as
described in the press release dated August 17, 2009, statements
regarding the status of development, or expenditures relating to
our business, plans to fund our current activities, statements
concerning our partnering activities, health regulatory
submissions, strategy, future operations, future financial
position, future revenues and projected costs. In some cases, you
can identify forward-looking statements by terminology such as
"may", "will", "should", "expects", "plans", "anticipates",
"believes", "estimated", "predicts", "potential", "continue",
"intends", "could", or the negative of such terms or other
comparable terminology. We made a number of assumptions in the
preparation of these forward-looking statements. You should not
place undue reliance on our forward-looking statements, which are
subject to a multitude of risks and uncertainties that could cause
actual results, future circumstances or events to differ materially
from those projected in the forward-looking statements. These risks
include, but are not limited to, the outcome of our strategic
review, securing and maintaining corporate alliances, the need for
additional capital and the effect of capital market conditions and
other factors, including the current status of our programs, on
capital availability, the potential dilutive effects of any
financing and other risks detailed from time to time in our public
disclosure documents or other filings with the Canadian and U.S.
securities commissions or other securities regulatory bodies.
Additional risks and uncertainties relating to our Company and our
business can be found in the "Risk Factors" section of our Annual
Information Form and Form 20-F for the year ended November 30,
2008, as well as in our other public filings, including our
Management's Discussion and Analysis for the period ended August
31, 2009. The forward-looking statements are made as of the date
hereof, and 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. DATASOURCE: Vasogen Inc. CONTACT:
Investor Relations, 4 Robert Speck Parkway, 15th Floor,
Mississauga, ON, L4Z 1S1, tel: (905) 817-2002, fax: (905) 847-6270,
http://www.vasogen.com/,
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