Resverlogix's Board Approves Arrangement to Spin-Out RVX Therapeutics Inc. and Confirms Special Meeting of Shareholders
TSX Exchange Symbol: RVX
CALGARY, May 1, 2013 /PRNewswire/ - Resverlogix Corp. (TSX:RVX) ("Resverlogix") today announced that its Board of Directors has unanimously approved the previously announced Plan of Arrangement ("the Arrangement") to spin-out its subsidiary RVX Therapeutics Inc. ("RVX Therapeutics"). Resverlogix has entered into an Arrangement Agreement with RVX Therapeutics and 1741273 Alberta Ltd., a newly-incorporated company ("Spinco"), which provides for, among other things, the acquisition of RVX Therapeutics by Spinco. Upon completion of the Arrangement, Resverlogix shareholders will own one common share of Resverlogix and will receive one common share of Spinco for each Resverlogix common share held immediately prior to the Arrangement becoming effective.
The Arrangement is subject to customary conditions for a transaction of this nature, which include court and regulatory approvals, including TSX acceptance of the Arrangement and the approval of at least 66.67% of the votes cast by the Resverlogix shareholders present in-person or by proxy at the special meeting of the shareholders of Resverlogix ("the Meeting"). The Meeting will commence at 11 a.m. MDT, May 28, 2013, at the Hyatt Regency Calgary hotel, Imperial Ballroom (1/2/3) at 700 Center Street SE in Calgary, Alberta.
A management information circular containing a complete description of the Arrangement has been sent to these shareholders in connection with the special meeting to approve the Arrangement. The information circular has also been filed on SEDAR.
Resverlogix shareholders of record on April 25, 2013 will be entitled to vote at the Meeting. Subject to all necessary approvals being obtained, it is anticipated that the Arrangement will become effective on or about June 3, 2013. The Toronto Stock Exchange has determined that the Due Bill trading procedure will be used in connection with the distribution of the common shares of Spinco to Resverlogix shareholders pursuant to the Arrangement. Please refer to the information circular for further information. Resverlogix anticipates issuing a press release setting forth the relevant dates for the Due Bill trading procedure.
Pursuant to the Arrangement, Spinco will also be issued royalty preferred shares in the capital of Resverlogix which will provide Spinco with a dividend equal to 6 to 12% of "Net Apo Revenue" as described in the information circular.
As part of the Arrangement, Resverlogix will transfer to Spinco 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 Spinco.
Spinco shares will not be listed on any stock exchange. The Spinco Board will give due consideration in the future as to whether it is in the best interests of shareholders of Spinco that the shares become publicly traded.
There can be no assurances or guarantees that the spin-out will be completed.
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 completion of the Arrangement and the funds to be transferred from Resverlogix to Spinco. 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 & CEO
Director of Investor Relations
SOURCE Resverlogix Corp.