CALGARY, May 27, 2013 /PRNewswire/ - Resverlogix Corp. (TSX:RVX)
("Resverlogix") announced that further to its previously announced Plan
of Arrangement (the "Arrangement") to spin-out its subsidiary RVX
Therapeutics Inc. ("RVX Therapeutics") to Zenith Epigenetics Corp.
(formerly 1741273 Alberta Ltd.), a newly-incorporated company
("Newco"), the record date for the distribution of common shares of
Newco ("Newco Shares") 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 (the "TSX") 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
("Resverlogix Shares") 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 advisors 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 ("Apo A-I"), 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
(the "Spin-Off Assets") 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%
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 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 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 Spin-Off 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 (the
"Circular") 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.
About Resverlogix
Resverlogix Corp. (TSX: RVX) is a clinical stage cardiovascular company
with an epigenetic platform technology that modulates protein
production. Resverlogix is developing RVX-208, a first-in-class small
molecule for the treatment of atherosclerosis. RVX-208 is the first BET
bromodomain inhibitor in clinical trials. New compounds arising from
Resverlogix's epigenetic drug discovery platform function by inhibiting
BET bromodomains and have the potential to impact multiple diseases
including autoimmune diseases, cancer and neurodegenerative diseases
and diabetes mellitus. Resverlogix's common shares trade on the Toronto
Stock Exchange (TSX: RVX). For further information please visit www.resverlogix.com. We can be followed on our blog at http://www.resverlogix.com/blog
This news release may contain certain forward-looking information as
defined under applicable Canadian securities legislation, that are not
based on historical fact, including without limitation statements
containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expects", "continue", "estimate", "forecasts" and
other similar expressions. In particular, this news release includes
forward looking information relating to the anticipated dates with
respect to the Due Bills procedure. Our actual results, events or
developments could be materially different from those expressed or
implied by these forward-looking statements. We can give no assurance
that any of the events or expectations will occur or be realized. By
their nature, forward-looking statements are subject to numerous
assumptions and risk factors including but not limited to those
assumptions and risk factors discussed in our Annual Information Form
and most recent MD&A which are incorporated herein by reference and
other documents we file from time to time with securities regulatory
authorities, which are available through SEDAR at www.sedar.com The forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and are made as of the
date hereof. We disclaim any intention and have no obligation or
responsibility, except as required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
For further information, please contact:
Company Contacts:
Donald J. McCaffrey
President and CEO
Resverlogix Corp.
Phone: 403-254-9252
Email: don@resverlogix.com
|
Sarah Zapotichny
Director of Investor Relations
Resverlogix Corp.
Phone: 403-254-9252
Email: sarah@resverlogix.com |
SOURCE Resverlogix Corp.