Mr. Donald McCaffrey reports
RESVERLOGIX ANNOUNCES DETAILS OF ANTICIPATED DISTRIBUTION OF NEWCO SHARES
Further to the previously announced plan
of arrangement to spin out Resverlogix Corp.'s subsidiary RVX
Therapeutics Inc. to Zenith Epigenetics Corp.
(formerly 1741273 Alberta Ltd.), a newly incorporated company, the record date for the distribution of common shares of
Newco is May 31, 2013. Upon completion of the
arrangement, shareholders of Resverlogix will own one common share of
Resverlogix and one Newco share for each common share of Resverlogix
held immediately prior to the arrangement becoming effective.
The Toronto Stock Exchange has determined that its due-bills trading procedure will apply to the distribution of Newco shares
pursuant to the arrangement. Trades of common shares of Resverlogix
entered into from and including May 29, 2013,
until June 3, 2013 (the anticipated effective date of the arrangement
and the distribution payment date), will have a due bill attached, which
will allow the purchaser of Resverlogix shares to receive the
applicable distribution of Newco shares instead of the seller of
Resverlogix shares, even if such trades are settled after the May 31,
2013, distribution record date.
Ex distribution trading of the Resverlogix shares will commence at the
opening of the TSX on June 4, 2013. Investors who enter into trades to
purchase Resverlogix shares on or after the ex distribution date of
June 4, 2013, will not be entitled to the distribution. The due bills
will be redeemed on June 6, 2013, once all trades with attached due
bills entered into up to June 3, 2013, have settled.
The anticipated dates provided may change for a number of reasons,
including inability to secure necessary shareholder, regulatory, court
or other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion of
the arrangement. Investors are encouraged to consult with their
financial advisers regarding the specific implications of buying or
selling Resverlogix shares before, on or after the anticipated
effective date of the arrangement.
Pursuant to the arrangement, Resverlogix intends to retain its research
and development activities related to the development of compounds for
applications with indications involving a therapeutic increase in
Apolipoprotein A-1, including the clinical program related
to RVX-208, a first-in-class small molecule for the treatment of
atherosclerosis, and it intends to spin off all other research and
development activities related to its epigenetic platform technology
to Newco. Pursuant to the arrangement, Newco
will also be issued royalty preferred shares in the capital of
Resverlogix, which will provide Newco with a dividend equal to 6 to 12 per cent
of net Apo revenue as described in the circular. As part of the
arrangement, Resverlogix will transfer to Newco all of the indebtedness
of RVX Therapeutics owing to Resverlogix. Resverlogix will also
transfer between $5-million and $10-million of cash to provide for the initial
capitalization of Newco.
It is not anticipated that the Newco shares will be listed on any stock
exchange upon completion of the arrangement, and therefore there will
be no public market to trade the Newco shares. Resverlogix
shareholders may therefore not be able to realize on the value of the
Newco shares as the liquidity of the Newco shares will be limited until
such time as the Newco shares are listed on a stock exchange. The board
of directors of Resverlogix and the board of directors of Newco have
determined not to seek a listing of the Newco shares on any stock
exchange upon completion of the arrangement in view of the early stages
of development of the spinoff assets. The board of directors of Newco
will give due consideration in the future as to whether it is in the
best interests of shareholders of Newco that the Newco shares be
listed.
For further information regarding the arrangement, please see
Resverlogix's information circular dated April 29, 2013, which has been sent to shareholders of Resverlogix, in
connection with the special meeting to approve the arrangement. The
information circular has also been filed on SEDAR.
We seek Safe Harbor.
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