NUCRYST Announces Completion of Amalgamation
February 08 2010 - 2:13PM
PR Newswire (US)
PRINCETON, NJ, Feb. 8 /PRNewswire-FirstCall/ -- NUCRYST
Pharmaceuticals Corp. ("Nucryst") (TSX:NCS / NASDAQ:NCST) today is
pleased to announce the completion of the previously announced
amalgamation (the "Amalgamation") of Nucryst with 1499642 Alberta
Ltd. ("1499642"), a wholly-owned subsidiary of the Westaim
Corporation ("Westaim"), pursuant to an Amalgamation Agreement
dated as of November 10, 2009, as amended (the "Amalgamation
Agreement"). The resolution approving the Amalgamation was approved
at the Special Meeting of Shareholders reconvened and concluded on
February 8, 2010 and the Amalgamation was effected by the filing of
Articles of Amalgamation thereafter. Pursuant to the Amalgamation
Agreement, NUCRYST was amalgamated with 1499642 to form Westaim
Holdings Limited ("Amalco"), a wholly-owned subsidiary of Westaim.
Amalco will continue as the surviving company and will succeed to
and assume all the rights and obligations of Nucryst. Further,
pursuant to the Amalgamation Agreement, each issued and outstanding
NUCRYST share, other than those held by Westaim, was converted into
one series 1 preferred share of Amalco, which is redeemable for
cash consideration of U.S.$1.77. Each issued and outstanding
NUCRYST share held by Westaim was converted into one common share
of Amalco. With the Amalgamation completed, Amalco intends to
delist Nucryst shares from the TSX and NASDAQ stock exchanges and
remove Nucryst shares from registration under applicable securities
laws. In order to receive the redemption consideration of U.S.$1.77
per share, shareholders should follow the instructions set forth
under "Information Regarding the Amalgamation-Redemption Procedure"
in the Notice and Information Circular dated November 25, 2009
previously delivered to shareholders in connection with the Special
Meeting of Shareholders and filed with securities authorities in
Canada on SEDAR at http://www.sedar.com/ and with the United States
Securities and Exchange Commission on December 1, 2009 as Exhibit
(a)(1) to the Schedule 13E-3 Transaction Statement filed by
Nucryst, Westaim and 1499642. NUCRYST shares may be redeemed at any
time prior to the fifth anniversary of the Amalgamation. The
Amalgamation follows the sale by Nucryst of substantially all of
its assets pursuant to an asset purchase agreement dated November
10, 2009, as amended, among Nucryst, NUCRYST Pharmaceuticals Inc.,
Smith & Nephew Inc. and Smith & Nephew (Overseas) Limited.
This news release is for information purposes only and is not a
substitute for the definitive agreements or other disclosures
provided in the Information Circular and supplements provided to
shareholders in relation to the Amalgamation. About NUCRYST
Pharmaceuticals Corp. NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST;
TSX: NCS) sold its Acticoat business, constituting substantially
all of its assets, on December 22, 2009. Following completion of
the sale and prior to the completion of the Amalgamation, the
Company consisted primarily of cash and short-term investments and
no longer had any operating income. 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
actions to be taken after completion of the Amalgamation such as
the delisting and deregistration of Nucryst shares. 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 ability to satisfy regulatory and stock exchange standards
and requirements to complete the delisting from NASDAQ and TSX and
the deregistration under applicable securities laws. Although the
prior sentence attempts 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. All
forward-looking statements are expressly qualified in their
entirety by this cautionary statement and NUCRYST and Amalco
disclaim 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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