Novoheart Holdings Inc. (“
Novoheart” or the
“
Company”)
(
TSXV:
NVH) is pleased to announce that the previously
announced acquisition by Novomed Limited (the
“
Purchaser”), a company beneficially owned by
entities controlled by Prof. Ronald Li, Dr. Yu Ying Ngan Ng, Chi
Wing Ngan and Victor Chang, each a director of the Company, of all
the issued and outstanding common shares of Novoheart
(“
Novoheart Shares”) other than
those Novoheart Shares already owned by the Purchaser, by way of a
plan of arrangement under the Business Corporations Act (British
Columbia) (the “
Arrangement”), has been completed.
Pursuant to the Arrangement, Novoheart
shareholders will receive, subject to the terms and conditions of
the Arrangement, $0.53 per Novoheart Share (except in the case of
shareholders who entered into rollover, voting and support
agreements (the “Rollover Agreements”) with the
Purchaser (the “Rollover Shareholders”) who agreed
to roll over their Novoheart Shares in exchange for shares of the
Purchaser) and Novoheart will become a wholly-owned subsidiary of
the Purchaser.
The Arrangement was approved by the Supreme
Court of British Columbia in its final order dated November 13,
2020. The Arrangement remains subject to the final approval by the
TSX Venture Exchange (the “TSXV”).
The delisting of the Novoheart Shares from the
TSXV is expected to occur at the close of business on or about
November 20, 2020. It is also anticipated that the Company will
cease to be a reporting issuer under applicable Canadian securities
laws shortly thereafter.
Pursuant to the Rollover Agreements, the
Rollover Shareholders collectively exchanged 163,948,537 Novoheart
Shares representing 86.91% of the issued and outstanding Novoheart
Shares, based on 188,640,774 Novoheart Shares outstanding
immediately prior to the Arrangement, for the same number of shares
of the Purchaser, and now, collectively, beneficially own,
indirectly through the Purchaser, 100% of the Novoheart Shares. An
early warning report will be filed with the applicable securities
regulators with respect to the foregoing matters pursuant to
National Instrument 62- 103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues of the Canadian
Securities Administrators. A copy of the early warning report will
be available on Novoheart's issuer profile on SEDAR at
www.sedar.com, and will be available from the offices of the
Company at Suite 2600, 595 Burrard Street, Vancouver, British
Columbia, V7X 1L3.
Additional information regarding the terms of
the Arrangement are set out in Novoheart’s management information
circular dated October 9, 2020, which is available under
Novoheart’s profile at www.sedar.com
Advisors
Blake, Cassels & Graydon LLP is acting as
legal counsel to Novoheart. Farris LLP is acting as legal counsel
to the independent special committee of the board of directors of
Novoheart. Borden Ladner Gervais LLP is acting as legal counsel to
the Purchaser.
About Novoheart
Holdings Inc.
Novoheart is a global stem cell biotechnology
company that pioneers an array of next-generation human heart
tissue prototypes. It is the first company in the world to have
engineered miniature living human heart pumps that can
revolutionize drug discovery, helping to save time and money for
developing new therapeutics. Also known as 'human heart-in-a-jar',
Novoheart’s bio-artificial human heart constructs are created using
state-of-the-art and proprietary stem cell and bioengineering
approaches and are utilized by drug developers for accurate
preclinical testing as to the effectiveness and safety of new
drugs, maximizing the successes in drug discovery while minimizing
costs and harm caused to patients. With the acquisition of Xellera
Therapeutics Limited for manufacturing Good Manufacturing Product
(GMP)-grade clinical materials, Novoheart is now developing gene-
and cell-based therapies as well as other next-generation
therapeutics for cardiac repair or regeneration.
Common shares of Novoheart are traded on the
TSXV under the symbol “NVH”.
Forward-Looking Statements
Information set forth in this news release may
involve forward-looking statements under applicable securities
laws. Forward-looking statements are statements that relate to
future, not past, events. In this context, forward-looking
statements often address expected future business and financial
performance, and often contain words such as "anticipate",
"believe", "plan", "estimate", "expect", and "intend", statements
that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. Examples of
forward-looking statements in this press release include statements
regarding the Arrangement, de-listing from the TSXV, the Company
ceasing to be a reporting issuer under applicable Canadian
securities laws and the receipt of approval from the TSXV. These
statements are only predictions based on the Company’s current
expectations and projections about future events. Although the
Company believes the expectations reflected in such forward-looking
statements, and the assumptions upon which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct. Such assumptions
include assumptions as to the ability of the parties to receive, in
a timely manner, the necessary stock exchange approvals. Although
we believe the expectations reflected in such forward-looking
statements, and the assumptions upon which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct and if such expectations
are not met, our business may suffer.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
risk that the retention of employees and other personnel will be
adversely affected by uncertainty surrounding the Arrangement and
the risks identified in the Company’s annual information form for
the year ended December 31, 2019 or other reports and filings with
the TSXV and applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
respective companies undertake no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as required by
applicable securities laws. Investors are cautioned against
attributing undue certainty to forward-looking statements.
For further information, please contact:
Novoheart Holdings
Inc.: Novoheart Holdings Inc. Suite 2600,
595 Burrard Street Vancouver, British Columbia V7X 1L3
Ronald Li Chief Executive Officer
(604) 398-3170 info@novoheart.com
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