DiagnoCure announces closing of the PCA3 Asset Sale transaction and special distribution to its shareholders, by way of due bills, of proceeds from the sale of its PCA3 assets
QUÉBEC CITY, Feb. 17, 2016 /PRNewswire/ - DiagnoCure Inc. (TSX: CUR) (OTCQX: DGCRF) ("DiagnoCure" or the "Corporation") announced today the closing of the previously announced sale of all assets related to DiagnoCure's PCA3 prostate cancer biomarker to Hologic, Inc. (NASDAQ: HOLX) via its wholly-owned subsidiary, Gen-Probe Incorporated (the "PCA3 Asset Sale"). In connection with the PCA3 Asset Sale, the Corporation has repurchased the 4,900,000 series A convertible preferred shares of DiagnoCure held by Gen-Probe Incorporated. DiagnoCure also announced today a return of capital distribution of $0.1208 per share (the "Return of Capital") to its shareholders of record as at the close of business on February 26, 2016 (the "Record Date"), in accordance with the policies of the Toronto Stock Exchange ("TSX") concerning the process and timeline.
The Return of Capital payment will be made in cash and will be subject to the "Due Bill" trading requirement mandated by the TSX. The sums to be distributed by the Corporation as a Return of Capital are net proceeds from the PCA3 Asset Sale.
Because the amount of the Return of Capital represents a distribution of greater than 25% of the stock price of the Corporation, DiagnoCure's common shares will trade on a "Due Bill" basis during the period (the "Due Bill Period") from February 24, 2016 until the close of trading on March 11, 2016 (the "Payment Date"). This means that any person acquiring common shares of the Corporation during the Due Bill Period will receive the Return of Capital payment, provided they continue to be holders of the applicable common shares on the Payment Date.
The common shares will commence trading on an ex-distribution basis (i.e., without an attached "Due Bill" entitlement to the Return of Capital) as of the opening of trading on March 14, 2016 (i.e., the next trading day after the Payment Date). The Due Bill redemption date will be March 16, 2016. As a result of the common shares trading on a Due Bill basis during the Due Bill Period, those entitled to be paid the Return of Capital distribution owing on the Due Bills should expect to receive that payment by the Due Bill redemption date of March 16, 2016.
DiagnoCure also confirms that no stock options were exercised following the decision of the Board to accelerate the vesting period and all outstanding stock options have expired as of February 16, 2016. Management will continue its focused efforts on the closing of other transactions with third parties, including multinationals, who have shown interest in the assets held by the Corporation, including the PCP multi-marker prostate cancer test which appears to be well suited for risk stratification of high-grade prostate cancers with a Gleason score equal to or greater than 7, the Previstage® GCC colorectal cancer staging test, a well-documented and ready-to-market test, and other assets such as biorepositories of specimens from prostate, lung, colon and kidney cancer patients.
OTCQX listing
DiagnoCure also announces that following the GCC impairment mentioned in the Corporation's financial statements for the period ended on October 31, 2015, the shares traded under the symbol "DGCRF" will be moved from OTCQX International to OCT Pink on March 1, 2016.
About DiagnoCure
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation that develops and provides molecular and genomic tests to support effective clinical decisions enabling personalized medicine in oncology. Previstage® GCC and the Corporation's new multi-marker prostate cancer test ("PCP") are currently available for licensing. For more information, please visit www.diagnocure.com.
Forward-looking statements
This release may contain forwardlooking statements that involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expected. Forward-looking statements can be identified by the use of the conditional or forward-looking terminology such as "anticipates", "assumes", "believes", "estimates", "expects", "intend", "may", "plans", "projects", "should", "will", or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. All such forward-looking statements are made pursuant to the "safe-harbor" provisions of applicable Canadian securities laws. By their very nature, forwardlooking statements are based on expectations and hypotheses and also involve risks and uncertainties, known and unknown, many of which are beyond DiagnoCure's control. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and that they should not place undue reliance on these forwardlooking statements. For instance, any forward-looking statements regarding Previstage® GCC and to PCP, are based on management expectations and such outcome may vary materially depending on global political and economic conditions, dependence on collaboration partners, uncertainty of healthcare reimbursement, and marketing and distribution challenges. In addition, the reader is referred to the applicable general risks and uncertainties described in DiagnoCure's most recent Annual Information Form under the heading "Risk Factors". DiagnoCure undertakes no obligation to publicly update or revise any forwardlooking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.
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