Cynapsus Therapeutics Securityholders Approve the Plan of Arrangement with Sunovion Pharmaceuticals
October 13 2016 - 4:00PM
Cynapsus Therapeutics Inc. (“
Cynapsus”)
(NASDAQ:CYNA) (TSX:CTH), a specialty central nervous system
pharmaceutical company developing a fast-acting, easy-to-use,
sublingual thin film for the on-demand management of debilitating
OFF episodes associated with Parkinson’s disease
(“
PD”), is pleased to announce today that at its
special meeting of shareholders and warrantholders (collectively,
the “
Securityholders”) held earlier today (the
“
Meeting”), Securityholders approved the special
resolution (the “
Arrangement Resolution”)
authorizing the previously announced plan of arrangement (the
“
Arrangement”) with Sunovion Pharmaceuticals Inc.
(the “
Purchaser”). Pursuant to the terms of the
Arrangement, the Purchaser will acquire all of the outstanding (i)
common shares of Cynapsus for US$40.50 cash per common share and
(ii) warrants of Cynapsus for US$40.50 cash per warrant minus the
exercise price of each warrant. As announced on August 31,
2016, the transaction values Cynapsus at approximately US$624
million (or approximately C$820 million).
The Special Resolution was approved by
approximately 99.97% of the common shares and warrants, voting
together as one class, voted in person or represented by proxy at
the Meeting, as well as by a “majority of the minority” as required
pursuant to Multilateral Instrument 61-101. The implementation of
the Arrangement remains subject to the granting of the final order
by the Ontario Superior Court of Justice, the receipt of required
regulatory approvals and the satisfaction or waiver of other
customary closing conditions. The application to the Ontario
Superior Court of Justice to obtain the final order approving the
Arrangement is scheduled for October 17, 2016. If court approval is
obtained and the other conditions to the completion of the
Arrangement are satisfied or waived, Cynapsus expects that the
Arrangement will be completed on or about October 21, 2016.
Beneficial Securityholders are not required to
take any action in respect of the completion of the Arrangement.
The cash to be paid to beneficial Securityholders following
completion of the Arrangement is expected to be credited to the
beneficial Securityholders’ broker, trustee, financial institution,
dealer, bank, trust company, custodian, nominee or other
intermediary account through the procedures in place for such
purposes between CDS and such intermediaries. Beneficial
Securityholders should contact their intermediary if they have any
questions regarding this process. In order for a registered
Securityholder to receive the cash consideration for the common
shares or warrants following completion of the Arrangement, he, she
or it must complete, sign, date and return the letter of
transmittal, in accordance with the instructions set out therein
that was mailed to all registered Securityholders in connection
with the Meeting. The letter of transmittal is available on SEDAR
at www.sedar.com.
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 www.cynapsus.ca.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of applicable securities laws,
including, without limitation, Cynapsus’ expectation relating to
the Arrangement, including receipt of court and regulatory
approvals of, and the satisfaction of other conditions for, the
Arrangement. These forward-looking statements include information
about possible or assumed future events or results of Cynapsus’
business, products, plans and objectives. These forward-looking
statements are based on current expectations and beliefs and
inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ from those
anticipated in such forward-looking statements as a result of risks
and uncertainties, and include, but are not limited to, Cynapsus’
ability to obtain court, regulatory and other approvals in
connection with the Arrangement; uncertainties as to the timing of
the completion of the Arrangement, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the Arrangement and those factors identified under
the caption “Risk Factors” in Cynapsus’ Form 10-Q for the quarter
ended June 30, 2016 filed with the United States Securities and
Exchange Commission (the “SEC”) on August 10,
2016, and its other filings and reports in the United States with
the SEC available on the SEC’s web site at www.sec.gov, and in
Canada with the various Canadian securities regulators, which are
available online at www.sedar.com. Furthermore, unless otherwise
stated, the forward-looking statements contained in this press
release are made as of the date of this press release, and Cynapsus
has no intention and undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events, changes or otherwise, except as
required by law.
Additional Information and Where to Find
It
Further information regarding the Arrangement is
contained in an information circular that Cynapsus has prepared and
mailed to its Securityholders in connection with the Meeting.
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) 703-2449 x246
kgalfetti@cynapsus.ca
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