Mr. Ramzi Benamar reports
BELLUS HEALTH INC. CALLS SPECIAL SHAREHOLDERS' MEETING IN CONNECTION WITH GSK ACQUISITION
Bellus Health Inc. has been granted an interim order from the Superior Court of Quebec authorizing, among other things, the holding of a special meeting of shareholders of Bellus on June 16, 2023. At the special meeting, shareholders will be asked to consider and, if deemed advisable, to adopt a special resolution approving the previously announced statutory plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which 14934792 Canada Inc., a corporation existing under the laws of Canada and a wholly owned subsidiary of GSK PLC (NYSE: GSK; LSE: GSK), will acquire, for a purchase price of $14.75 (U.S.) in cash per share, all of the issued and outstanding common shares of Bellus.
Pursuant to the interim order, the special meeting will be held in person at 275 Armand-Frappier Blvd., Laval, Que., H7V 4A7, on June 16, 2023, at 11:30 a.m. Montreal time.
Shareholders of record as of the close of business on May 15, 2023, will be entitled to receive notice of, to participate in, and to vote at the special meeting. Bellus expects to begin the distribution and mailing of its management information circular and related meeting materials on or about May 26, 2023, at which time they will also be available on the company's profile on SEDAR and on the company's website. Details on the special meeting and how shareholders can attend the special meeting will be set out in the circular.
The board of directors of Bellus, based in part on the unanimous recommendation of a committee of the board and after receiving legal and financial advice, has determined that the arrangement is in the best interests of Bellus and fair to the shareholders. The board unanimously recommends that the shareholders vote
the arrangement resolution.
Each of the directors of the company holding shares and certain executive officers of the company alongside certain shareholders related to such directors and executive officers, representing in the aggregate approximately 6.36 per cent of the shares, have entered into support and voting agreements pursuant to which each has agreed to, among other things, support the arrangement and vote for the arrangement resolution.
The board and the transaction committee received fairness opinions to the effect that, as of April 17, 2023, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by shareholders in the arrangement is fair, from a financial point of view to the shareholders (other than as specified in such opinions).
To become effective, the arrangement resolution must be approved by: (i) not less than two-thirds of the votes cast at the special meeting by shareholders present or represented by proxy and entitled to vote at the special meeting; and (ii) a simple majority of the votes cast at the special meeting by shareholders present or represented by proxy and entitled to vote at the special meeting, excluding for this purpose any other person required to be excluded pursuant to applicable Canadian securities regulations. The arrangement is also subject to approval by the Superior Court of Quebec and it is anticipated that the arrangement will be completed in the third quarter of 2023 or earlier.
In addition, on May 15, 2023, the Canadian Commissioner of Competition has issued an advance ruling certificate (ARC) in respect of the arrangement and the transactions contemplated therein. The issuance of the ARC satisfies the closing condition of the approval required under the Competition Act under the arrangement agreement. Closing of the arrangement remains subject to approval by other regulatory authorities.
Shareholders of Bellus with questions regarding the arrangement or the special meeting should contact Innisfree M&A Inc., the company's proxy solicitation agent, at 877-750-8332 (toll-free in North America) or at 212-750-5833 (for banks and brokers).
Bellus Health is a clinical-stage biopharmaceutical company working to better the lives of patients suffering from persistent cough, starting with the development of camlipixant (BLU-5937) for the treatment of refractory chronic cough (RCC). Camlipixant, the company's lead asset, is an investigational P2X3 receptor antagonist for the treatment of refractory chronic cough (RCC), which is currently being evaluated in the calm phase 3 clinical program. With no approved treatments in the United States, camlipixant has the potential to be a breakthrough in the RCC treatment landscape.
We seek Safe Harbor.
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