NASDAQ: CORV TSX: CORV
VANCOUVER, May 1, 2020 /PRNewswire/ - Correvio Pharma Corp.
("Correvio" or the "Company") (NASDAQ: CORV) (TSX: CORV),
today announced that Institutional Shareholder Services Inc.
("ISS"), a leading independent proxy advisory firm, released a
report (the "ISS Report") recommending that Correvio shareholders
vote in favor of the proposed plan of arrangement (the
"Arrangement") with ADVANZ PHARMA Corp. Limited ("ADVANZ
PHARMA"). The Arrangement will be executed through a
wholly-owned subsidiary of ADVANZ PHARMA.
The ISS Report states, in addition to other things, that "The
proposed arrangement offers to the company's shareholders certainty
of value due to its all-cash structure and provides significant
premium to the unaffected price of the company's share and
immediate liquidity to shareholders. The transaction also makes
strategic sense given the substantial debt burden and going concern
risk facing the company (as indicated by the auditor) and the
comprehensive sale process undertaken by the company." The
ISS Report goes on to conclude, "On balanced view, a vote FOR this
resolution is warranted." Correvio encourages shareholders to
review the ISS Report in its entirety for the full scope of ISS'
recommendations.
The Arrangement:
As previously disclosed, on March 15,
2020, Correvio entered into an arrangement agreement (the
"ADVANZ Arrangement Agreement") with ADVANZ PHARMA for ADVANZ
PHARMA to indirectly acquire all of the issued and outstanding
shares of Correvio. The acquisition is expected to have a
total purchase price of approximately US$76
million, which includes the repayment of Correvio's
outstanding debt of approximately US$48
million. Under the terms of the ADVANZ Arrangement
Agreement, ADVANZ PHARMA will be paying US$0.42 per common share of Correvio (the
"Consideration"), subject to applicable withholdings. ADVANZ PHARMA
intends to pay for the acquisition of Correvio with cash on hand.
The transaction is subject to customary closing conditions and is
expected to be completed during the second quarter of 2020.
Upon closing, Correvio will become a wholly-owned subsidiary of
ADVANZ PHARMA. In connection with the transaction and subject to
closing, Correvio's common shares will be delisted from the Toronto
Stock Exchange and the NASDAQ Capital Market and Correvio will
cease to be a reporting issuer under U.S. and Canadian securities
law.
ADVANZ PHARMA is a global pharmaceutical company with a
diversified portfolio of more than 200 branded and unbranded
products, and product sales in more 90 countries.
The foregoing description of the ADVANZ Arrangement Agreement is
qualified in all respects by the full text of the ADVANZ
Arrangement Agreement. A copy of the ADVANZ Arrangement
Agreement, which appends a copy of the Arrangement, is available on
Correvio's SEDAR profile at www.sedar.com and on EDGAR at
www.sec.gov.
Reasons and Benefits of the Arrangement:
The Correvio board of directors, after consultation in its
evaluation of the Arrangement with its legal and financial
advisors, determined unanimously that the Arrangement is in the
best interests of Correvio and is fair and reasonable to the
Correvio shareholders, resolved unanimously to approve the entering
into of the ADVANZ Arrangement Agreement, and resolved to recommend
to Correvio shareholders, holders of options, restricted share
units and phantom share units (collectively, the "Securityholders")
to vote in favor of the Arrangement resolution as set forth in
Correvio's recently filed management information circular.
Securityholders are encouraged to read our discussion of the
principal reasons our board of directors recommended the
transaction which is on pages 21 and 45 of our management
information circular dated April 7,
2020. Such discussion in the management information circular
includes a description of the following reasons, among others
described therein, that our board of directors has approved the
transaction and recommended that the Securityholders vote in favor
of the Arrangement resolution:
- All cash consideration;
- Consideration is a premium to the trading price;
- Absent this transaction, the Company's cash on hand is not
sufficient to fund the Company's current planned operations;
- The Arrangement is subject to securityholder and court
approvals;
- Best available opportunity to maximize securityholder
value;
- Uncertainty due to current economic conditions, and the
economic impact of the ongoing COVID-19 situation globally;
- Availability of, and the risks and benefits related to,
possible strategic alternatives; and
- Terms of the ADVANZ Arrangement Agreement.
Upcoming Annual General and Special Meeting
Detailed information regarding how Securityholders can vote is
provided in the management information circular. Correvio
encourages Securityholders to provide their voting preferences by
proxy in advance of the annual general and special meeting of
Securityholders to be held on May 15,
2020, at 10:00 a.m. (Pacific
time) (the "Meeting") to ensure that their vote will be
counted if they are unable to attend the Meeting. The proxy filing
deadline is May 13, 2020, at
10:00 a.m. (Pacific time). This
year, out of an abundance of caution, to proactively deal with the
public health impact of the COVID-19 pandemic, Correvio is holding
the Meeting in a virtual only format, which will be conducted via
live audio webcast. Securityholders will not be able to
attend the Meeting in person, however Securityholders and duly
appointed proxyholders for Securityholders will be able to attend,
participate and vote at the Meeting online at
https://web.lumiagm.com/202877707.
The record date for determining Securityholders entitled to
receive notice of and vote at the Meeting was April 6, 2020.
The materials for the Meeting, including a notice of annual
general and special meeting of Securityholders and management
information circular, are available on Correvio's profile on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov. Securityholders are
encouraged to read the materials for the Meeting in detail,
particularly the management information circular.
Securityholders are encouraged to vote as early as possible and
in any event prior to 10:00 a.m. (Pacific
time) on May 13, 2020, to
ensure votes are reflected at the Meeting.
Securityholders who have questions regarding the transmittal
documentation or who require assistance with voting should contact
Gryphon, toll-free at 1.833.490.0586 or call collect outside
North America at 1.416.661.6592 or
by email at inquiries@gryphonadvisors.ca.
About Correvio Pharma Corp.
Correvio Pharma Corp. is a specialty pharmaceutical company
focused on providing innovative, high-quality brands that meet the
needs of acute care physicians and patients. With a commercial
presence and distribution network covering over 60 countries
worldwide, Correvio develops, acquires and commercializes brands
for the in-hospital, acute care market segment. The Company's
portfolio of approved and marketed brands includes:
Xydalba™ (dalbavancin hydrochloride), for the
treatment of acute bacterial skin and skin structure infections
(ABSSSI);
Zevtera®/Mabelio® (ceftobiprole
medocaril sodium), a cephalosporin antibiotic for the treatment of
community- and hospital-acquired pneumonia (CAP, HAP);
Brinavess® (vernakalant IV) for the rapid
conversion of recent onset atrial fibrillation to sinus rhythm;
Aggrastat® (tirofiban hydrochloride) for the
reduction of thrombotic cardiovascular events in patients with
acute coronary syndrome. Correvio's pipeline of product candidates
includes Trevyent®, a drug device combination that is
designed to deliver treprostinil, the world's leading treatment for
pulmonary arterial hypertension.
Correvio is traded on the NASDAQ Capital Market (CORV) and the
Toronto Stock Exchange (CORV). For more information, please visit
our web site www.correvio.com.
Forward-Looking Statement Disclaimer
Certain statements in this news release contain "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 or "forward-looking information"
under applicable Canadian securities legislation (collectively,
"forward-looking statements"). Forward-looking statements include
statements that may relate to our plans, objectives, goals,
strategies, future events, future revenue or performance, capital
expenditures, financing needs and other information that may not be
based on historical fact. Forward-looking statements can often be
identified by the use of terminology such as "believe", "may",
"plan", "will", "estimate", "continue", "anticipate", "intend",
"expect", "look forward to" and similar expressions.
Forward-looking statements are necessarily based on estimates and
assumptions made by us based on our experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are
appropriate.
By their very nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance, achievements, events or
developments to be materially different from any future results,
performance, achievements, events or developments expressed or
implied by such forward-looking statements. These forward-looking
statements include, but are not limited to, statements relating to
anticipated benefits of the Arrangement to Correvio and its
Securityholders; the timing and receipt of required Securityholder
approvals for the Arrangement; the ability of Correvio and ADVANZ
PHARMA to satisfy the other conditions to, and to complete, the
Arrangement, the closing of the Arrangement, the intention to seek
a delisting of the common shares of Correvio on Nasdaq and TSX and
the anticipated timing of the completion of the Arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the Arrangement and the
anticipated timing for completion of the Arrangement, Correvio has
provided them in reliance on certain assumptions and believes that
they are reasonable at this time, including the assumptions as to
the ability of the parties to receive, in a timely manner, the
necessary Securityholder and court approvals; and the ability of
the parties to satisfy, in a timely manner, the other conditions to
the closing of the Arrangement. These dates may change for a number
of reasons, including the inability to secure necessary
Securityholder and court approvals in the time assumed or the need
for additional time to satisfy the other conditions to the
completion of the Arrangement. Accordingly, you should not place
undue reliance on the forward-looking statements and information
contained in this news release concerning these times.
These statements reflect Correvio's current views with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
Correvio, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements or information and
Correvio has made assumptions and estimates based on or related to
many of these factors. Such factors include, without
limitation: risks associated with the Arrangement and
acquisitions generally, such as the failure to satisfy the closing
conditions contained in the ADVANZ Arrangement Agreement, the
occurrence of a material adverse effect or other events which may
give the parties a basis on which to terminate the ADVANZ
Arrangement Agreement, the ability to hold the Meeting within the
time frames indicated, and the approval of the transaction by the
Securityholders of Correvio and the risks and uncertainties facing
Correvio as discussed in the annual report and detailed from time
to time in our other filings with the Securities and Exchange
Commission ("SEC") available at www.sec.gov and the Canadian
securities regulatory authorities at www.sedar.com. In
particular, we direct your attention to Correvio's Annual
Information Form filed with the Canadian securities regulatory
authorities on SEDAR on March 30,
2020, and Correvio's Annual Report on Form 20-F for the year
ended December 31, 2019, filed with the SEC on April 29, 2020. All of the risks and certainties
disclosed in those filings are hereby incorporated by reference in
their entirety into this news release.
While Correvio makes these forward-looking statements in good
faith, given these risks, uncertainties and factors, you are
cautioned not to place undue reliance on any forward-looking
statements made in this press release. All forward-looking
statements made herein are made as of the date hereof based on our
current expectations and we undertake no obligation to revise or
update such forward-looking statements to reflect subsequent
events, information or circumstances, except as required by law.
Investors are cautioned that forward-looking statements are not
guarantees of future performance and accordingly investors are
cautioned not to put undue reliance on forward-looking statements
due to their inherent uncertainty.
Correvio® and the Correvio Logo are the proprietary
trademarks of Correvio Pharma Corp.
Aggrastat® and Brinavess™® are trademarks
owned by Correvio and its affiliates worldwide.
Xydalba™ is a trademark of Allergan Pharmaceuticals
International Limited, and used under license.
Zevtera® and Mabelio® are trademarks owned by
Basilea Pharmaceutica International Ltd., and used under
license.
Trevyent® is a trademark of United Therapeutics
Corporation and used under license.
All other trademarks are the property of their respective
owners.
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SOURCE Correvio Pharma Corp