Date: 2016-10-31
Type of information: Company acquisition
Acquired company: Telesta Therapeutics (Canada)
Acquiring company: Prometic Life Sciences (Canada)
Amount:
Terms: * On October 31, 2016. Telesta Therapeutics announced the closing of its previously announced plan of arrangement with ProMetic Life Sciences, pursuant to which ProMetic has acquired all of the issued and outstanding common shares of Telesta. Under the terms of the Arrangement, all of the issued and outstanding common shares of Telesta were acquired by ProMetic and exchanged for ProMetic common shares at a rate of one Telesta common share for 0.04698 of one ProMetic common share, rounded down to the nearest whole ProMetic common share. The number of ProMetic common shares issued to Telesta shareholders was based on the five-day volume weighted average trading price of ProMetic common shares on the Toronto Stock Exchange prior to the date of closing of Arrangement. At the end of trading on the TSX on Friday, October 28, 2016, the VWAP of ProMetic’s common shares was $2.98. * On October 25, 2016. Telesta Therapeutics announced at a special meeting of shareholders held earlier this day that Telesta shareholders voted in favour of the proposed transaction pursuant to which ProMetic Life Sciences will acquire all of the issued and outstanding common shares of Telesta by way of a plan of arrangement under section 192 of the Canada Business Corporations Act. The Arrangement was approved by 96.4% of the
* On October 28, 2016. Telesta Therapeutics announced that further to the announcement of shareholder approval, a final order of the Superior Court of Justice of Ontario on the approval of the plan of arrangement, pursuant to which ProMetic Life Sciences has agreed to acquire all of the issued and outstanding common shares of Telesta, was received from the Court. The closing remains subject to the approval and satisfaction or waiver of other customary closing conditions. Assuming receipt of such approvals and the satisfaction or waiver of all other conditions to closing, the Arrangement will close on Monday, October 31, 2016.
votes cast by Telesta shareholders eligible to vote at the Meeting representing 53.3% of the outstanding
common shares of Telesta. There were no dissenting shareholders. Completion of the Arrangement remains conditional on approval by the Superior Court of Justice of Ontario and certain other closing conditions customary in transaction of this nature. The final hearing to approve the Arrangement is scheduled to be held on October 28, 2016.
* On October 11, 2016. Telesta Therapeutics announced that Institutional Shareholder Services Inc. and Glass Lewis & Co., two leading independent proxy advisory firms whose analyses and recommendations are relied upon by major institutional investment firms, mutual funds, and pension funds, have both recommended that shareholders of Telesta Therapeutics support the proposed plan of arrangement with ProMetic Life Sciences.
The Board of Directors of Telesta has unanimously recommended that shareholders vote in favour of the resolutions outlined in the circular.
* On August 24, 2016, Telesta Therapeutics announced that it has executed a binding Agreement, subject to shareholder approval, to be acquired by ProMetic Life Sciences for consideration of $0.14/Telesta share, payable in freely tradable shares of ProMetic Life Sciences. The actual number of ProMetic shares payable per Telesta common share, will be calculated based on the 5-day volume-weighted average price of ProMetic shares, for the 5
days immediately preceding the date on which the Court ordered plan of arrangement becomes effective if
shareholders vote to approve this transaction.
Details: ProMetic Life Sciences will be undertaking a comprehensive internal review of the MCNA1 platform.
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