Mr. Donald McCaffrey reports
RESVERLOGIX CORP. SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT
Holders of common shares of
Resverlogix Corp. have approved the special resolution
relating to the proposed spinout of RVX Therapeutics Inc.
to Zenith Epigenetics Corp. (formerly 1741273 Alberta
Ltd.), a newly incorporated company (Newco), pursuant to a plan of
arrangement under the Business Corporations Act (Alberta). Upon completion of the arrangement,
shareholders of Resverlogix will own one common share of Resverlogix
and one common share of Newco for each common share of Resverlogix held
immediately prior to the arrangement becoming effective.
The arrangement was approved by approximately 99.89 per cent of the votes cast
by shareholders at the special meeting of shareholders held earlier
today. Resverlogix will be making an application for
the final order of the Court of Queen's Bench of Alberta in respect of
the arrangement on May 30, 2013.
At the meeting, shareholders also approved ordinary resolutions
approving: (i) a stock option plan for Newco to be effective upon
completion of the arrangement; and (ii) a long-term incentive plan for
Newco to be effective upon completion of the arrangement.
As previously announced, pursuant to the arrangement, Resverlogix will
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. Resverlogix will spin off all
other research and development activities related to its epigenetic
platform technology to Newco.
The closing of the arrangement remains subject to the satisfaction or
waiver of the other conditions specified in the arrangement agreement
between Resverlogix, Therapeutics and Newco entered into on April 29,
2013. If the final order is obtained on
May 30, 2013, in form and substance satisfactory to Resverlogix and
Newco, and all other conditions specified in the arrangement agreement
are satisfied or waived, Resverlogix and Newco expect that the closing
of the arrangement will occur on June 3, 2013.
We seek Safe Harbor.
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