RETRANSMISSION: BELLUS Health Amends Terms of CVRs in Connection With Its Acquisition of Thallion

BELLUS Health Inc. (TSX:BLU) ("BELLUS Health") and Thallion Pharmaceuticals Inc.
("Thallion") (TSX VENTURE:TLN) announced today that they have entered into an
amendment (the "Amendment") to the acquisition agreement dated June 17, 2013
pertaining to the proposed plan of arrangement (the "Arrangement") involving the
acquisition of Thallion by BELLUS Health.


The Amendment provides for the potential of increased consideration for Thallion
shareholders under the contingent value rights ("CVR") by:




--  increasing from 80% to 100% the pro rata share entitlement of a CVR
    holder for any additional purchase price consideration that may be
    received by Thallion, whether in cash, securities or property of any
    kind, from Premium Brands Holding Corp. expected in 2016 and
    representing up to a possible $0.0404 per CVR; 
--  removing the $10 million tranche threshold requirement thereby allowing
    a CVR holder to receive its pro rata share of 5% of any Shigamabs(R)
    revenue generated or received by BELLUS Health, including from any sale
    or other use of the Shigamabs(R) technology, capped at $6.5 million or
    $0.1812 per CVR; 
--  entitling a CVR holder to receive its pro rata share of 100% of any net
    proceeds generated from the licensing, selling or otherwise
    commercializing of (i) diagnostic products or services using certain
    Caprion Proteomics Inc. products, and (ii) all issued patents or pending
    patents pertaining to such Caprion Proteomics Inc. products, in respect
    of which Thallion has an ownership interest or monetary entitlement. 
--  providing that the CVRs may be transferred upon compliance with certain
    conditions and applicable securities legislation and requirements of
    regulatory authorities; and 
--  providing that BELLUS Health will apply to list the CVRs on the TSX.
    Listing will be subject to BELLUS Health fulfilling all the listing
    requirements of the TSX. There is no certainty that the CVRs will be
    listed.



The estimated combined $6.332 million cash and CVR consideration under the
Arrangement (assuming that the maximum amount payable under the CVRs is
achieved) now represents a premium of 206.2% to Thallion's closing trading price
of $0.13 on the TSX Venture Exchange on June 17, 2013, being the last day prior
to the announcement of the Arrangement, a premium of 214.5%, based on the volume
weighted average trading price for the 20 prior trading days and a premium of
243.8%, based on the volume weighted average trading price for the 90 prior
trading days.


Pursuant to the Amendment, the parties also agreed, for clarification purposes,
to modify the definition of "Net Cash", to provide that in calculating the Net
Cash, the amounts under (i) of the definition (i.e. the assets) shall include
the deemed proceeds for the exercise or cancellation and treatment as per the
Arrangement of "in-the-money" options of approximately $500,000, while the
amounts under (ii) of the definition (i.e. the liabilities) shall exclude
amounts paid or payable by Thallion for the cancellation of options or warrants
and redemption of securities of Thallion as contemplated by the Arrangement
(pursuant to Section 8.10 of the acquisition agreement). The parties further
agreed that the Net Cash shall be calculated in a manner consistent with the
calculations provided in Schedule F to the acquisition agreement which describe
Thallion's estimate of Net Cash as at May 31, 2013, being approximately
$8,200,000 to $8,400,000, including the deemed proceeds for the exercise or
cancellation and treatment as per the plan of Arrangement of "in-the-money"
options of approximately $500,000, and is provided for illustrative purposes
only. As per the table set out on page 47 of Thallion's proxy circular dated
July 4, 2013 relating to the annual and special meeting of shareholders (the
"Circular") available on SEDAR at www.sedar.com, if the effective Net Cash on
the effective date of the Arrangement is $8,000,000, the cash consideration per
share payable on the effective date will be $0.1904 per share, representing,
together with the consideration payable to optionholders under the plan of
Arrangement, an aggregate consideration of approximately $6.332 million in
addition to the CVRs.


Voting Support Agreement with Jaguar Financial Corporation

Jaguar Financial Corporation ("Jaguar Financial") has entered into a voting
support agreement supporting the Arrangement (the "Voting Support Agreement"),
as amended, representing 13.9% of the shares outstanding of Thallion. In
addition to the previously obtained 10.2% in support from other Thallion
shareholders, this now represents total shareholder support of approximately
24.1%.


Vic Alboini elected Director

Thallion also announces that concurrently with the entering into of the Voting
Support Agreement, it has entered into an agreement with Jaguar Financial and
Vic Alboini pursuant to which the Board of Directors of Thallion has filled the
vacancy created by the recent departure of a Board member by electing Vic
Alboini as a director of Thallion to hold office until the next annual meeting
of shareholders or until his successor is elected or appointed, subject to the
terms and conditions of such agreement.


Supplement to Circular

Thallion's Circular together with a supplement containing further details
regarding the Amendment are expected to be mailed to Thallion shareholders on or
about July 11, 2013. 


Copies of the amendment to the acquisition agreement, Jaguar Financial voting
support agreement, supplement to the Circular and certain related documents will
be filed with Canadian securities regulators and will be available on SEDAR at
www.sedar.com as part of Thallion's public filings.


About BELLUS Health (www.bellushealth.com)

BELLUS Health is a development-focused healthcare company concentrating on
products that provide innovative health solutions and address critical unmet
medical needs. The Company's lead program is KIACTA(TM), a novel drug candidate
currently in a Phase III Confirmatory Study for the treatment of AA amyloidosis,
an orphan indication resulting in renal dysfunction that often rapidly leads to
dialysis and death. KIACTA(TM) is partnered with global private equity firm
Auven Therapeutics. AA amyloidosis affects approximately 35,000 to 50,000
individuals in the United States, Europe and Japan. 


About Thallion (www.thallion.com)

Thallion is a biotechnology company developing pharmaceutical products in the
areas of infectious disease and oncology. Thallion's lead clinical program
Shigamabs(R) is a dual antibody product for the treatment of Shiga
toxin-producing E. coli bacterial infections and has recently completed a Phase
II clinical trial. Additional information about Thallion can be obtained at
www.thallion.com. 


Forward-Looking Statements

Certain statements contained in this news release, other than statements of fact
that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and uncertainties,
known and unknown, many of which are beyond the control of BELLUS Health Inc. or
Thallion Pharmaceuticals Inc. Such risks include but are not limited to: the
ability to obtain Court and regulatory approvals, third party consents and to
satisfy other closing conditions, adjustments may be made to the cash
consideration depending on the Net Cash, risks relating to the satisfaction of
payment conditions under the CVRs, estimated Net Cash, the ability to obtain
financing, the impact of general economic conditions, general conditions in the
pharmaceutical and/or nutraceutical industry, changes in the regulatory
environment in the jurisdictions in which the BELLUS Health Inc. and Thallion
Pharmaceuticals Inc. do business, stock market volatility, fluctuations in
costs, changes to the competitive environment due to consolidation, achievement
of forecasted burn rate, achievement of forecasted clinical trial milestones,
and that actual results may vary once the final and quality-controlled
verification of data and analyses has been completed. Consequently, actual
future results may differ materially from the anticipated results expressed in
the forward-looking statements, and there can be no assurance that any amounts
will become payable under the CVRs. The reader should not place undue reliance,
if any, on any forward-looking statements included in this news release. These
statements speak only as of the date made and neither BELLUS Health Inc. nor
Thallion Pharmaceuticals Inc. is under any obligation to update or revise such
statements as a result of any event, circumstances or otherwise, and BELLUS
Health Inc. and Thallion Pharmaceuticals Inc. disavow any intention to do so,
unless required by applicable legislation or regulation. Please see the public
fillings of BELLUS Health Inc. and Thallion Pharmaceuticals Inc., including the
Annual Information Form of BELLUS Health Inc. for further risk factors that
might affect both companies and their respective businesses.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
BELLUS Health Contact:
Adam Peeler
TMX Equicom
416-815-0700 ext. 225
apeeler@tmxequicom.com


Thallion Contact:
Michael Singer
Chief Financial Officer
(514) 940-3600
(514) 336-2343 (FAX)
info@thallion.com
www.thallion.com
Thallion Pharmaceuticals (TSXV:TLN)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024