NUCRYST Announces Further Adjournment of Special Shareholder Meeting
December 31 2009 - 2:00PM
PR Newswire (US)
PRINCETON, NJ, Dec. 31 /PRNewswire-FirstCall/ -- NUCRYST
Pharmaceuticals Corp. ("Nucryst") (TSX:NCS / NASDAQ:NCST) today
reconvened the Special Meeting of Shareholders which was previously
adjourned on Monday, December 21, 2009. The meeting was originally
held to consider a special resolution (the "Amalgamation
Resolution") to approve the proposed amalgamation of Nucryst with a
newly formed subsidiary of The Westaim Corporation ("Westaim") to
form Amalco (the "Amalgamation"). The purpose of the adjournment
was to afford Nucryst additional time to allow for the completion
of the United States regulatory review process associated with the
Amalgamation, which is a "going private" transaction under
applicable United States securities laws. The meeting reconvened
today was further adjourned until January 22, 2010 to allow
additional time to complete the United States regulatory review
process. Under the Amalgamation, Nucryst shareholders other than
Westaim will receive for each issued and outstanding share in
Nucryst one redeemable preferred share in the capital of Amalco,
which will be redeemed for US$1.77 in cash upon the completion of
the Amalgamation. If the Amalgamation is ultimately approved by
shareholders and completed, Nucryst intends to delist from the TSX
and NASDAQ stock exchanges. This news release is for information
purposes only and is not a substitute for the definitive agreements
or other disclosure in relation to the described Amalgamation.
There can be no assurance that the closing conditions of the
Amalgamation will be satisfied, or that the transaction will be
completed as proposed or at all. About NUCRYST Pharmaceuticals
Corp. NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST; TSX: NCS)
following the closing of the sale of the Acticoat business consists
primary of cash and short-term investments and no longer has any
income other than interest income on its investment balances. The
Company retains a few employees who are working towards the
completion of the proposed Amalgamation. This news release contains
forward-looking statements within the meaning of securities
legislation in the United States and Canada (collectively
"forward-looking statements"). Forward-looking statements in this
news release include, but are not limited to, statements regarding
the completion of the proposed Amalgamation described. With respect
to the forward-looking statements contained in this news release,
readers are cautioned that numerous risks, uncertainties and other
factors could cause actual results or events to differ materially
from those indicated in these statements including, but not limited
to: the failure to satisfy any of the conditions to closing of the
amalgamation agreement; future shareholder actions with respect to
the proposed Amalgamation; our ability to satisfy regulatory and
stock exchange standards and requirements to complete the proposed
Amalgamation; the uncertainty of our future operating results
following the completion of the sale of the business. Although we
have attempted to identify the important risks, uncertainties and
other factors that could cause actual results or events to differ
materially from those expressed or implied in the forward-looking
statements in this release, there may be other factors that cause
actual results or events to differ from those expressed or implied
in forward looking statements. For a more thorough discussion of
the risks associated with our business, see the "Risk Factors"
section in our Annual Report on Form 10-K for the year ended
December 31, 2008 and in our Quarterly Reports on Form 10-Q for
2009 as filed with the U.S. Securities and Exchange Commission on
EDGAR at http://www.sec.gov/ and with securities authorities in
Canada on SEDAR at http://www.sedar.com/. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement and NUCRYST disclaims any intention or
obligation to revise or update any forward-looking statements
whether as a result of new information, future developments or
otherwise after the date hereof. DATASOURCE: NUCRYST
Pharmaceuticals Corp. CONTACT: David Wills, Investor Relations,
(416) 504-8464
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