MISSISSAUGA, ON, Nov. 23, 2015 /PRNewswire/ - Nuvo Research Inc.
(TSX:NRI) ("Nuvo" or the "Company"), a specialty pharmaceutical
company with growing revenues and a diverse portfolio of topical
and immunology products, today announced that the Toronto Stock
Exchange ("TSX") has conditionally approved the listing of Crescita
Therapeutics Inc. ("Crescita"). Crescita would be a newly
formed company that would own and operate Nuvo's existing drug
development business if the previously announced transaction to
separate Nuvo into two public companies is completed. Nuvo,
which would be renamed Nuvo Pharmaceuticals Inc. ("Nuvo Pharma"),
would own and operate the remaining business that would include all
assets related to its Pennsaid and Pennsaid 2% franchises. Nuvo
Pharma would continue to be listed on the TSX under the existing
symbol "NRI".
About the Proposed Transaction
If the proposed transaction is approved, Nuvo would be separated
into two public companies. Nuvo Pharma would be a pure-play
commercial healthcare company with growing revenue and EBITDA to be
owned 100% by Nuvo shareholders. Crescita would be a
pure-play biotech development company also initially owned 100% by
Nuvo shareholders. Crescita would have a diversified pipeline
of product candidates and sufficient cash resources to execute its
current business plan for the next 24 months.
Complete details of the proposed transaction and each company
will be set forth in an information circular that will be mailed to
Nuvo's shareholders in connection with a special meeting that will
be called by Nuvo to approve the proposed transaction.
Completion of the proposed transaction is subject to certain
conditions, including final approval by the Nuvo Board of
Directors, confirmation of the potential tax-free nature of the
transaction for Canadian and U.S. shareholders, regulatory approval
requirements (including the final approval of the TSX) and the
approval of Nuvo's shareholders. Final approval of the
listing of the Crescita shares will be subject to Cresctia
satisfying the TSX's listing requirements and other customary
conditions. If the transaction is approved by shareholders and all
other conditions are satisfied, the Company expects the proposed
transaction to be completed in Q1 2016. However, there can be
no assurances regarding the ultimate timing of the proposed
transaction or that the proposed transaction will be completed at
all.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a growing specialty pharmaceutical company
with a diverse portfolio of products and technologies for pain and
topical indications. Nuvo's products range from FDA approved,
commercial products to development stage drug candidates and
technology platforms. For additional company information
visit www.nuvoresearch.com.
Forward-Looking Statements
Certain statements in this press release constitute
forward-looking information and/or forward-looking statements
(collectively, forward-looking statements") within the meaning of
applicable securities laws. Forward-looking statements
include, but are not limited to, statements concerning the
potential spin-off of Nuvo's drug development business, the taxable
nature of the spin-off, the expected financial results and
condition of each company, each company's future objectives and
strategies to achieve those objectives, the future prospects of
each company as an independent company, the listing or continued
listing of each company on the TSX, as well as statements with
respect to management's beliefs, plans, estimates, and intentions,
and similar statements concerning anticipated future events,
results, circumstances, performance or expectations that are not
historical facts. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as
"outlook", "objective", "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", "should", "plans",
"potentially" or "continue", or similar expressions suggesting
future outcomes or events. Such forward-looking statements
reflect management's current beliefs and are based on information
currently available to management. Forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those contemplated by such statements.
Factors that could cause such differences include general business
and economic uncertainties and adverse market conditions,
uncertainties that may delay or negatively impact the spin-off or
cause the spin-off to not occur; uncertainties related to each
company's ability to realize the anticipated benefits of the
spin-off, including new focus and anticipated growth; disruptions
to operations as a result of effecting the spin-off; risks and
uncertainties related to obtaining approvals, rulings and consents,
or satisfying other requirements, necessary or desirable to permit
or facilitate completion of the spinoff future factors that may
arise making it inadvisable to proceed with, or advisable to delay,
all or part of the spin-off, the impact of the spinoff on the
trading prices for, and market for trading in, the shares of each
company, as well as other risk factors included in the Company's
Annual Information Form dated February 19,
2015 under the heading "Risks Factors" and as described from
time to time in the reports and disclosure documents filed by the
Company with Canadian securities regulatory agencies and
commissions. This list is not exhaustive of the factors that
may impact the Company's forward-looking statements. These
and other factors should be considered carefully and readers should
not place undue reliance on the Company's forward-looking
statements. As a result of the foregoing and other factors,
no assurance can be given as to any such future results, levels of
activity or achievements and neither the Company nor any other
person assumes responsibility for the accuracy and completeness of
these forward-looking statements. The factors underlying current
expectations are dynamic and subject to change. Although the
forward-looking information contained in this press release is
based upon what management believes are reasonable assumptions,
there can be no assurance that actual results will be consistent
with these forward-looking statements. All forward-looking
statements in this press release are qualified by these cautionary
statements. The forward-looking statements contained herein
are made as of the date of this press release and, except as
required by applicable law, the Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise.
SOURCE Nuvo Research Inc.