- Mailing of Management Information Circular
Expected in January 2016 -
MISSISSAUGA, ON, Dec. 15, 2015 /PRNewswire/ - Nuvo Research Inc.
(TSX:NRI) (Nuvo or the Company), a life sciences company with
growing revenues and a diverse portfolio of topical and immunology
products, today announced that it will hold a special meeting of
Nuvo's shareholders on February 18,
2016 at which shareholders will be asked to approve the
previously announced reorganization of Nuvo into two separate
publicly traded companies. One company, Nuvo Pharmaceuticals
Inc. (Nuvo Pharma) would be a revenue and EBITDA generating
commercial healthcare company to be owned 100% by Nuvo
shareholders. The second company, Crescita Therapeutics Inc.
(Crescita) would be a drug 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.
The Board of Directors of Nuvo has unanimously approved the
proposed transaction and recommends that shareholders vote in
favour of the proposed transaction.
A formal notice of the special shareholder meeting and a
management information circular are expected to be mailed to
shareholders in mid-January 2016.
At the time of mailing, a copy of these materials will also
be made available under Nuvo's profile at www.sedar.com. The
Board of Directors has fixed the close of business on January 5, 2016 as the record date for
determining Nuvo shareholders entitled to receive notice of and to
vote on the proposed transaction. The meeting will be held at
the International Plaza Hotel, 655 Dixon Road, Toronto, Ontario commencing at
9:00 a.m. (ET) on February 18, 2016.
The terms of the proposed transaction are set out in an
arrangement agreement (and the plan of arrangement appended
thereto) that will be available under Nuvo's profile at
www.sedar.com within 10 days. Completion of the proposed
transaction is subject to certain conditions, including the
approval of the Ontario Superior Court of Justice, the final
approval of the Toronto Stock Exchange and the approval of Nuvo's
shareholders. If the proposed transaction is approved by
shareholders and all other conditions are satisfied, Nuvo expects
the 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. Even if the proposed transaction is approved by
shareholders and all other conditions are satisfied, Nuvo's Board
of Directors will have the authority to determine when to effect
the proposed transaction, as well as the authority to decide not to
proceed with the proposed transaction at all.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a growing life sciences 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 proposed
reorganization of the Company into two separate publicly-traded
companies, 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 "may", "will", "expect",
"intend", "believe", "should" or "plans", 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, but
are not limited to, general business and economic uncertainties and
adverse market conditions; uncertainties that may delay or
negatively impact the proposed transaction or cause the proposed
transaction to not occur; uncertainties related to each company's
ability to realize the anticipated benefits of the proposed
transaction; risks and uncertainties related to obtaining
approvals, rulings and consents, or satisfying other requirements,
necessary or desirable to permit or facilitate completion of the
proposed transaction; future factors that may arise making it
inadvisable to proceed with, or advisable to delay, all or part of
the proposed transaction; 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. 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.
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.