ISS Recommends Cynapsus Therapeutics Securityholders Vote for the Plan of Arrangement
September 28 2016 - 7:27PM
Cynapsus Therapeutics Inc. (“
Cynapsus”)
(NASDAQ:CYNA) (TSX:CTH) is pleased to announce today that
Institutional Shareholder Services (“ISS”), a leading independent
proxy advisory firm, has recommended that Cynapsus shareholders and
warrantholders (together, “
Securityholders”) vote
FOR the special resolution to approve the previously announced plan
of arrangement (the “
Arrangement”) whereby
Sunovion CNS Development Canada ULC, a wholly owned subsidiary of
Sunovion Pharmaceuticals Inc., will acquire all of the outstanding
common shares and warrants of Cynapsus. The special
resolution will be considered at the upcoming special meeting of
Securityholders (the “
Meeting”) to be held on
October 13, 2016 at 10 a.m. (Toronto time).
ISS is a leading independent international corporate governance
analysis and proxy voting firm. Its recommendations assist
shareholders in making decisions regarding proxy voting. In its
analysis, ISS said that:
“The Arrangement is the result of arm's length
negotiations between the company and the acquirer. The high premium
provided under the Arrangement provides the best return for
shareholders compared to other offers seen by the Special Committee
and the board. In light of the significant cash premium which
provides certainty of value, and the adequate transaction process
undertaken for the proposed deal, shareholder approval of this
resolution is warranted.”*
Cynapsus’ President and CEO, Anthony Giovinazzo,
said, “We are pleased that ISS has confirmed our view that
Securityholders should support the transaction with Sunovion and
that ISS recognized the high cash premium that shareholders will
receive as a result of the Arrangement.”
Securityholders are reminded to vote
their proxy FOR the Arrangement and all related proposals before
the proxy voting deadline Tuesday, October 11, 2016 at 10:00 a.m.
(Toronto time).
If you have any questions about the
information contained in Cynapsus’ Management Information Circular
that was filed on SEDAR and EDGAR on September 16, 2016, or require
assistance with voting your Securities, please contact D.F. King by
telephone at 1-866-521-4427 toll-free in North America, or at
1-201-806-7301 outside of North America (collect calls accepted),
or by email at inquiries@dfking.com.
*Permission to quote from the ISS report was
neither sought nor obtained.
About Cynapsus Cynapsus is a
specialty central nervous system pharmaceutical company that has
been developing a fast-acting, easy-to-use, sublingual thin film
for the on-demand management of debilitating OFF episodes
associated with PD. For additional company information, please
visit http://www.cynapsus.ca.
About Sunovion Pharmaceuticals Inc.
(Sunovion)
Sunovion is a global biopharmaceutical company
focused on the innovative application of science and medicine to
help people with serious medical conditions. Sunovion’s spirit of
innovation is driven by the conviction that scientific excellence
paired with meaningful advocacy and relevant education can improve
lives. Sunovion has charted new paths to life-transforming
treatments that reflect ongoing investments in research and
development and an unwavering commitment to support people with
psychiatric, neurological, and respiratory conditions. Sunovion’s
track record of discovery, development and commercialization of
important therapies has included Brovana® (arformoterol tartrate),
Latuda® (lurasidone HCI), and most recently Aptiom®
(eslicarbazepine acetate).
Headquartered in Marlborough, Mass. Sunovion is
an indirect, wholly-owned subsidiary of Sumitomo Dainippon Pharma
Co., Ltd. Sunovion Pharmaceuticals Europe Ltd., based in London,
England, and Sunovion Pharmaceuticals Canada Inc., based in
Mississauga, Ontario, are wholly-owned direct subsidiaries of
Sunovion Pharmaceuticals Inc. Additional information can be found
on the Company’s web sites: www.sunovion.com, www.sunovion.eu and
www.sunovion.ca. Connect with Sunovion on Twitter @Sunovion
and LinkedIn.
Additional Information and Where to Find
It Further information regarding the Arrangement is
contained in a management information circular that Cynapsus has
prepared and mailed to its Securityholders in connection with the
Meeting. Securityholders are urged to read the information circular
as it contains important information concerning the
Arrangement. Securityholders may obtain a copy of the
arrangement agreement, information circular and other related
materials at www.sec.gov and www.sedar.com.
This press release is for informational purposes
only. It does not constitute an offer to purchase securities of
Cynapsus or a solicitation or recommendation statement under the
rules and regulations of the SEC or other applicable United States
laws.
Contact Information
Company Contact:
Kristen Galfetti
Vice President, Investor Relations
(416) 703-2499 x246
kgalfetti@cynapsus.ca
Media Contact:
Russo Partners LLC
Matt Middleman
(212) 845-4272
matt.middleman@russopartnersllc.com
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