Resverlogix Announces Details of Anticipated Distribution of Newco Shares
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.
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:
Donald J. McCaffrey
President and CEO
Director of Investor Relations
SOURCE Resverlogix Corp.