VANCOUVER, Aug. 30, 2013 /CNW/ - Welichem Biotech Inc. ("Welichem" or the "Company", TSX.V: WBI) announces that it is making a substantial issuer bid pursuant to which it will offer to purchase for cancellation up to 23,294,411 of its outstanding common shares ("Shares") at a purchase price of $0.85 per Share for an aggregate purchase price of up to $20 million (the "Offer"). The Offer is being made to provide its shareholders with an opportunity for liquidity, as trading on the TSX Venture Exchange has been historically low. The Offer will remain open for acceptance until 5:00 p.m. (Toronto time) on October 9, 2013.
The Offer will not be conditional on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for transactions of this nature, including receipt of all required regulatory approvals, including the TSX Venture Exchange.
Welichem plans to mail the formal offer to purchase, issuer bid circular and letter of transmittal, which contain the terms and conditions of the Offer, instructions for tendering Shares and the factors considered by the Company and the Board in making its decision to authorize making the Offer, among other things, on or about August 30, 2013. These documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR at www.sedar.com and on Welichem's website at www.welichem.com. Shareholders should carefully read the offer to purchase, issuer bid circular and letter of transmittal prior to making a decision to tender to the Offer.
The Laurel Hill Advisory Group Company has been retained by the Company to act as depositary in connection with the Offer. If shareholders have other questions related to the Offer, they can contact Laurel Hill by telephone at 1-877-452-7184 or by email at firstname.lastname@example.org.
The Board has authorized the making of the Offer. Neither the Company nor its Board makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares to the Offer. Shareholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender.
This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Shares. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.
About Welichem Biotech Inc.
Welichem Biotech Inc. is a publicly-traded biotechnology company developing therapeutic drugs in the fields of autoimmune diseases and cancers. For a more complete business and financial profile of the Company, interested parties are encouraged to visit the Company's website, www.welichem.com.
Forward looking statements:
Certain statements and other information included in this press release constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including information with respect to the Offer. Forward-looking statements and forward-looking information are based on information available at the time they are made, underlying estimates and assumptions made by management and management's good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. Such risks and uncertainties include, but are not limited to the satisfaction or waiver of the conditions to the Offer, the extent to which Shareholders determine to tender their Shares to the Offer, the Company's ability to successfully implement its business strategy and activities, changes to the regulatory and economic environment in which the Company operates now and in the future, including changes in accounting policies or pronouncements introduced by regulatory authorities, changes in the Company's tax liabilities, either through changes in tax laws or future assessments, and any material disruption to the Company's operations, among other things. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this press release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about general business and economic conditions; interest rates and foreign exchange rates; tax benefits and tax rates. Welichem disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable Canadian securities legislation.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Welichem Biotech Inc.