PharmaGap Receives Independent Value Opinion and Support of Independent Committee for Proposed License to Clinical Value Corpor
July 05 2012 - 8:00AM
PR Newswire (Canada)
OTTAWA, July 5, 2012 /CNW/ - PharmaGap Inc. ("PharmaGap" or "the
Company") today announced that the Independent Committee of the
Board has received from Bloom, Burton & Co. a Fairness Opinion
addressing the proposed license of its lead cancer drug program
(the "Transaction") to Clinical Value Corporation ("CVC"). This
opinion concludes that "the proposed Transaction is fair from a
financial point of view to the shareholders of PharmaGap". Based on
this, the Independent Committee of the Board has recommended that
the Company proceed with implementation of the Transaction with
CVC, subject to satisfaction of the Independent Committee with all
documentation, a vote by disinterested shareholders, and approval
of the TSX-V if required. CVC is a wholly owned subsidiary of SC
Stormont Holdings Inc. ("Stormont"), which in turn is owned and
controlled by Roderick M. Bryden, Chairman of PharmaGap Inc. and is
its largest single shareholder. As required by good corporate
governance practices, the Independent Committee of the Board was
established, and the Fairness Opinion was commissioned by the
Committee, in order to ensure the rights of all shareholders other
than Stormont were addressed and protected. Shareholders other than
Stormont will vote on the transaction by proxy or by attendance at
PharmaGap's Annual General Meeting to be held on August 3, 2012 in
Ottawa. Upon receipt of the recommendation of the Independent
Committee, the full Board approved the form and content of the
Management Information Circular, to be mailed to all shareholders
on July 12, 2012, which provides full disclosure of the Transaction
and voting instructions. About PharmaGap Inc. PharmaGap Inc. ,
based in Ottawa, ON, is a biotechnology company with a core focus
on developing novel peptide therapeutics for the treatment of
cancer. PharmaGap's GAP-107B8 is a novel peptide drug that has been
shown to be effective in numerous cancer types, including
chemo-resistant cancers, in vitro. For more information on
PharmaGap please visit the Company's website at www.pharmagap.com.
Forward Looking Statements This news release contains certain
statements that constitute forward-looking statements as they
relate to the Company and its management. Forward-looking
statements are not historical facts but represent management's
current expectations of future events, and can be identified by
words such as "believe", "expects", "will", "intends", "plans",
"projects", "anticipates", "estimates", "continues", and similar
expressions. Although management believes that expectations
represented in such forward-looking statements are reasonable,
there can be no assurance that they will prove to be correct. By
their nature, forward-looking statements include assumptions and
are subject to inherent risks and uncertainties that could cause
actual future results, conditions, actions or events to differ
materially from those in the forward-looking statements. If and
when forward-looking statements are set out in this news release,
PharmaGap will also set out the material risk factors or
assumptions used to develop the forward-looking statements. Except
as expressly required by applicable securities laws, the Company
assumes no obligation to update or revise any forward-looking
statements. The future outcomes that relate to forward-looking
statements may be influenced by many factors, including, but not
limited to: results of ongoing product testing and development;
regulatory approvals required to complete development of products;
ability to manufacture product at quality and scale for human use
on an economically sound basis; patient reimbursement by private
and public health insurance programs; unintended side effects of
products; competitive products; product liability; intellectual
property; reliance on key personnel; risks of future legal
proceedings; income tax matters; availability and terms of
financing; distribution of securities; effect of market interest
rates on price of securities, and potential dilution.
Note: Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No Securities Commission or other
regulatory authority having jurisdiction over PharmaGap has
approved or disapproved of the information contained herein.
This release contains forward looking statements that may not occur
or may change materially. PHARMAGAP INC. CONTACT: Robert McInnis,
President & CEO(613) 990-9551 bmcinnis@pharmagap.com
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