Special Meeting to be held on June 16, 2023
BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU.TO) (“BELLUS”
or the “Company”) today announced that the Superior Court of
Québec has issued an interim order authorizing, among other things,
the holding of a special meeting (the “Special Meeting”) of
shareholders of BELLUS (“Shareholders”) on June 16, 2023. At
the Special Meeting, Shareholders will be asked to consider and, if
deemed advisable, to adopt a special resolution (the
“Arrangement Resolution”) approving the previously-announced
statutory plan of arrangement under section 192 of the Canada
Business Corporations Act (the “Arrangement”) pursuant to
which 14934792 Canada Inc. (the “Purchaser”), a corporation
existing under the laws of Canada and a wholly-owned subsidiary of
GSK plc (NYSE: GSK; LSE: GSK) (“GSK”), will acquire, for a
purchase price of US$14.75 in cash per share, all of the issued and
outstanding common shares of BELLUS (the “Shares”).
Pursuant to the interim order, the Special Meeting will be held
in person at 275 Armand-Frappier Blvd., Laval, Québec, H7V 4A7, on
June 16, 2023, at 11:30 a.m. (Montréal time).
Shareholders of record as of the close of business on May 15,
2023 will be entitled to receive notice of, to participate in, and
to vote at the Special Meeting. BELLUS expects to begin the
distribution and mailing of its management information circular and
related meeting materials on or about May 26, 2023, at which time
they will also be available on the Company’s profile on SEDAR at
www.sedar.com and on the Company’s website at www.bellushealth.com.
Details on the Special Meeting and how Shareholders can attend the
Special Meeting will be set out in the circular.
The Board of Directors of BELLUS (the “Board”) based in
part on the unanimous recommendation of a committee of the Board
(the “Transaction Committee”) and after receiving legal and
financial advice, has determined that the Arrangement is in the
best interests of BELLUS and fair to the Shareholders. The Board
unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
Each of the directors of the Company holding Shares and certain
executive officers of the Company alongside certain Shareholders
related to such directors and executive officers, representing in
the aggregate approximately 6.36% of the Shares, have entered into
support and voting agreements pursuant to which each has agreed to,
among other things, support the Arrangement and vote for the
Arrangement Resolution.
The Board and the Transaction Committee received fairness
opinions to the effect that, as of April 17, 2023, based upon and
subject to the assumptions, limitations and qualifications set out
therein, the consideration to be received by Shareholders in the
Arrangement is fair, from a financial point of view to the
Shareholders (other than as specified in such opinions).
To become effective, the Arrangement Resolution must be approved
by: (i) not less than two-thirds of the votes cast at the Special
Meeting by Shareholders present or represented by proxy and
entitled to vote at the Special Meeting; and (ii) a simple majority
of the votes cast at the Special Meeting by Shareholders present or
represented by proxy and entitled to vote at the Special Meeting,
excluding for this purpose any other person required to be excluded
pursuant to applicable Canadian securities regulations. The
Arrangement is also subject to approval by the Superior Court of
Québec and it is anticipated that the Arrangement will be completed
in the third quarter of 2023 or earlier.
In addition, on May 15, 2023, the Canadian Commissioner of
Competition has issued an advance ruling certificate (“ARC”)
in respect of the Arrangement and the transactions contemplated
therein. The issuance of the ARC satisfies the closing condition of
the approval required under the Competition Act under the
Arrangement agreement. Closing of the Arrangement remains subject
to approval by other regulatory authorities.
Shareholders of BELLUS with questions regarding the Arrangement
or the Special Meeting should contact Innisfree M&A
Incorporated, the Company’s proxy solicitation agent, at (877)
750-8332 (toll-free in North America) or at (212) 750‑5833 (for
Banks and Brokers).
About BELLUS
BELLUS is a clinical-stage biopharmaceutical company working to
better the lives of patients suffering from persistent cough,
starting with the development of camlipixant (BLU-5937) for the
treatment of refractory chronic cough (“RCC”). Camlipixant,
the Company’s lead asset, is an investigational P2X3 receptor
antagonist for the treatment of RCC, which is currently being
evaluated in the CALM Phase 3 clinical program. With no approved
treatments in the U.S., camlipixant has the potential to be a
breakthrough in the RCC treatment landscape. For additional
information, please visit www.bellushealth.com.
About GSK
GSK is a global biopharma company with a purpose to unite
science, technology, and talent to get ahead of disease together.
Find out more at www.gsk.com/company.
About the Purchaser
The Purchaser is a corporation existing under the laws of Canada
and is a wholly-owned subsidiary of GSK. The Purchaser has no
subsidiaries and was incorporated solely for the purpose of
entering into the Arrangement agreement and completing the
Arrangement. The Purchaser has not carried on any activities to
date other than activities in connection with the Arrangement.
Caution Regarding Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to the timing of the closing of the Arrangement, and other
statements that are not material facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking terminology such as “may”, “will”, “expect”,
“believe”, “estimate”, “plan”, “could”, “should”, “would”,
“outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the
negative of these terms or variations of them or similar
terminology.
Although the Company believes that the forward-looking
statements in this press release are based on information and
assumptions that are reasonable, including assumptions that parties
will receive, in a timely manner and on satisfactory terms, the
necessary court and shareholder approvals, and that the parties
will otherwise be able to satisfy, in a timely manner, the other
conditions to the closing of the Arrangement, including that there
be no material adverse effect, these forward-looking statements are
by their nature subject to a number of factors that could cause
actual results to differ materially from management’s expectations
and plans as set forth in such forward-looking statements,
including, without limitation, the following factors, many of which
are beyond the Company’s control and the effects of which can be
difficult to predict: (a) the possibility that the Arrangement will
not be completed on the terms and conditions, or on the timing,
currently contemplated, and that it may not be completed at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required shareholder, regulatory and court approvals and
other conditions of closing necessary to complete the Arrangement
or for other reasons; (b) risks related to tax matters; (c) the
possibility of adverse reactions or changes in business or drug
regulatory relationships resulting from the announcement or
completion of the Arrangement; (d) risks relating to the Company’s
ability to retain and attract key personnel during the interim
period; (e) the possibility of litigation relating to the
Arrangement, (f) credit, market, currency, operational, liquidity
and funding risks generally and relating specifically to the
Arrangement, including changes in economic conditions, interest
rates, tax legislation or drug regulatory requirements; (g) the
potential of a third party making a superior proposal to the
Arrangement; (h) risks related to diverting management’s attention
from the Company’s ongoing business operations; and (i) other risks
inherent to the business carried out by the Company and factors
beyond its control which could have a material adverse effect on
the Company or its ability to complete the Arrangement.
The Company cautions investors not to rely on the
forward-looking statements contained in this press release when
making an investment decision in their securities. Investors are
encouraged to read the Company’s filings available on the SEC
website at www.sec.gov and on the SEDAR website at www.sedar.com,
for a discussion of these and other risks and uncertainties. The
forward-looking statements in this press release speak only as of
the date of this press release and BELLUS undertakes no obligation
to update or revise any of these statements, whether as a result of
new information, future events or otherwise, except as required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230516006005/en/
Ramzi Benamar Chief Financial Officer
rbenamar@bellushealth.com
BELLUS Health (NASDAQ:BLU)
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