ISS Recommends that Bioniche Shareholders Vote in Favour of Animal Health Sale Transaction
BELLEVILLE, ON, April 3, 2014 /PRNewswire/ - Bioniche Life Sciences Inc. (TSX: BNC) today announced that Institutional Shareholder Services (ISS) has recommended that shareholders vote FOR the special resolution pertaining to the sale of all of the Corporation's Animal Health business to Vétoquinol SA, to be considered at the upcoming Special Meeting of Shareholders:
Monday, April 14, 2014
9:00 .m. EST
Norton Rose Fulbright Canada
Board Rooms D, E, and F
Royal Bank Plaza, South Tower, Suite 3800
200 Bay Street
ISS is an independent proxy advisory firm that, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders. In its analysis, ISS said:
"The asset sale transaction makes strategic sense as it enables the company to realize value for some of the assets. While market reaction is negative, the price is a premium of $0.10 to the share price on the unaffected day (30%). No shareholder distribution is planned. The company has stated that it is facing severe financial stress. There are no significant governance concerns and shareholder approval of this resolution is warranted."
The Board of Directors and management of Bioniche Life Sciences Inc. also believe it is in the best interests of the Company for shareholders to approve the proposed sale transaction to Vétoquinol for the following reasons:
- A comprehensive sale process was conducted that exposed the asset to significant players in the industry;
- The Vétoquinol offer is the best offer received and represents market value for this asset;
- The Vétoquinol offer excludes certain assets that Bioniche will be seeking to monetize in separate transactions;
- The surviving Bioniche company will be focused on Human Health with a reasonable cash runway and excellent prospects to benefit from strong equity capital market support for focused human biotechnology companies; and
- The approval of this sale transaction represents the most viable strategy for Bioniche's shareholders to ensure preservation of their equity interest absent a reasonable alternative for repayment of the Paladin/Endo loan facility that falls due on July 1, 2014.
Individuals holding Common Shares of Bioniche Life Sciences Inc. as of Tuesday, March 11, 2014 will be eligible to vote at the meeting. A management information circular (the "Circular") containing a detailed description of the transaction, pro forma financial statements, use of proceeds, and the meeting agenda has been mailed to shareholders. Shareholders are encouraged to vote prior to the deadline of 9:00 a.m. EST on Thursday, April 10, 2014. Voting instructions are contained in the Circular, which is also available on www.SEDAR.com and on the Company's website (www.Bioniche.com).
The Company has retained Laurel Hill Advisory Group ("Laurel Hill") to act as proxy solicitation agent and to respond to inquiries from Bioniche shareholders. Laurel Hill may be contacted by telephone at 1-877-452-7184 toll-free in North America and at 416-304-0211 for collect calls outside of North America, or by email at email@example.com.
About Bioniche Life Sciences Inc.
Bioniche Life Sciences Inc. is a clinical stage Canadian biopharmaceutical company focused on the discovery, development, manufacturing, and marketing of proprietary and innovative therapies for the global human health market. The Company's primary goal is to develop and commercialize products that advance human health and increase shareholder value. For more information, please visit www.Bioniche.com.
Except for historical information, this news release may contain forward-looking statements that reflect the Company's current expectation regarding future events. These forward-looking statements 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.
SOURCE Bioniche Life Sciences Inc.