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Telesta Therapeutics Announces Execution of a Binding Purchase Agreement from ProMetic Life Sciences Inc.

2016-08-24 06:00 ET - News Release

MONTREAL, Aug. 24, 2016 /PRNewswire/ - Telesta Therapeutics Inc. (TSX: TST) (PNK: BNHLF) today announced that it has executed a binding Agreement, subject to shareholder approval, to be acquired by ProMetic Life Sciences Inc. for consideration of $0.14/Telesta share, payable in freely tradable shares of ProMetic Life Sciences (TSX: PLI). The actual number of ProMetic shares payable per Telesta common share, will be calculated based on the 5-day volume-weighted average price of ProMetic shares, for the 5 days immediately preceding the date on which the Court ordered plan of arrangement becomes effective if shareholders vote to approve this transaction.   

Commenting on this announcement, Mr. James Rae, Chairman of the Board of Directors of Telesta Therapeutics stated: "Following a very comprehensive review of multiple strategic options, Telesta's Board of Directors has unanimously endorsed the recommendation of the Special Committee of the Board of Directors to recommend to shareholders the acceptance of this purchase offer from ProMetic Life Sciences. This offer represents a significant premium to Telesta's share price since February, 2016.  ProMetic Life Sciences is uniquely positioned to leverage Telesta's financial, manufacturing and human resources, while delivering to Telesta shareholders, through this payment in ProMetic shares, significant potential future upside as they bring their large therapeutic pipeline to commercial deployment."

Telesta and ProMetic will be collaborating in the weeks to come to prepare an information circular for distribution to Telesta's shareholders. This circular will provide a detailed description of the transaction and a copy of the financial fairness opinion prepared by the financial advisors to the Special Committee of Telesta's Board of Directors, which indicated that the proposed transaction is fair from a financial point of view. The circular will confirm the time and place of the special shareholders meeting which is expected to be held prior to the end of October.    

Dr. Michael Berendt continued: "We have conducted significant due diligence on a large number of strategic opportunities over the last 6 months and are convinced that the offer from ProMetic Life Sciences represents a balanced, low-risk, high reward opportunity for Telesta's shareholders.  ProMetic's business model combines recurrent and growing revenue from their world-class filtering technology, potential block buster upside from their small molecule fibrosis program, and multiple plasma therapeutic proteins targeting orphan diseases. The premium offered to Telesta's shareholders by ProMetic is based on their ability to leverage multiple Telesta asset classes compared to other expressions of interest received, that were largely based on the third party's interest in our net cash balances. I would also note that ProMetic will be undertaking a comprehensive internal review of the MCNA1 platform. We are convinced that this offer is in the best interests of all Telesta stakeholders and look forward to speaking with and interacting with shareholders between now and the special shareholders meeting."

About Telesta Therapeutics Inc.

Telesta is a Montreal-based biotechnology company focused on the licensing/acquisition and development of transformational therapeutics for the treatment of serious human diseases such as cancer, immune diseases and targeted rare diseases. We are agile, pragmatic, efficient, and driven by a passion for breakthrough science, drug development and making a difference in the lives of patients and their families. Through our strong convictions, work ethics, and collaboration-driven approach, we are leveraging our deep expertise and skillsets to bring transformational medicines to patients and their physicians.

Except for historical information, this news release may contain "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws that reflect the Company's current expectation regarding future events. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while, considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements and information. These forward-looking statements and information involve risk and uncertainties, which may cause, but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process, and other risks detailed from time to time in the Company's ongoing quarterly and annual reporting. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.


SOURCE Telesta Therapeutics Inc.

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