Diagnocure announces its decision to proceed with the voluntary Liquidation and Dissolution of the Corporation
QUÉBEC CITY, April 15, 2016 /PRNewswire/ - DiagnoCure Inc. (TSX: CUR) ("DiagnoCure" or the "Corporation") announced today that its board of directors (the "Board") has decided, subject to shareholders approval, to proceed with the voluntary liquidation and dissolution of the Corporation (the "Liquidation") in accordance with the provisions of the Québec's Business Corporation's Act (QBCA), and at a time to be determined by the Board in accordance with a liquidation plan (the "Liquidation Plan"). The Board believes this Liquidation will provide shareholders the best alternative to maximize the value of the remaining assets of the Corporation.
A special resolution approving the Liquidation and the dissolution (the "Dissolution Resolution") will be submitted for shareholders' approval, among other resolutions, during the General and Special meeting of shareholders to be held on May 19, 2016 at 10:00 a.m. (Eastern Daily Time). If the special resolution is passed by the shareholders, PricewaterhouseCoopers Inc. will be appointed as liquidator (the "Liquidator"). For complete details, reference should be made to the summary of the Liquidation Plan, which will be contained in the proxy circular that the Corporation will send to its shareholders during the week of April 18, 2016, or to a copy of the Liquidation Plan that will be filed under the Corporation profile at www.sedar.com.
"Some of the discussions that the Corporation had undertaken under non-disclosure agreements to sell its assets related to the PCP multi-marker prostate cancer test or to its Previstageâ GCC colorectal cancer test advanced sufficiently to believe that there was a serious level of interest when large corporations even initiated some due diligence on data and other documents. Unfortunately, as none of these have developed into more formal offers, and given the limited financial resources remaining after the distribution to the shareholders of substantially all the proceeds from the PCA3 asset sale transaction, the Corporation has decided to initiate a liquidation and dissolution process. The Board of directors of DiagnoCure has determined that the liquidation and dissolution is advisable and in the best interest of the Corporation and its shareholders. Accordingly, the Board recommends that the shareholders vote in favor of the Dissolution Resolution", stated Dr. Jacques Simoneau, Chairman of the Board.
Given that the Corporation does not currently meet the continued listing requirements of the TSX, the Corporation also announced that a delisting application will be made to the TSX, which delisting will occur immediately upon the appointment of the Liquidator. Thereafter, the common shares of the Corporation will cease to be listed on the TSX or on any other exchange. The Corporation will announce the date on which the common shares will be delisted from the TSX as soon a definitive delisting date is determined with the TSX. Dr. Yves Fradet, President and Chief Medical Officer will act as the Corporation's interim Chief Financial Officer until the definitive delisting from the TSX.
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 forward‐looking 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, forward‐looking 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 forward‐looking statements. For instance, any forward-looking statements regarding Previstageâ 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 forward‐looking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.
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