MethylGene Shareholders Approve the Plan of Arrangement to Reincorporate in the United States as Mirati Therapeutics Inc.
6/25/2013 10:48:01 AM
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Montreal, Canada, June 25, 2013 –MethylGene Inc. (“MethylGene”) (TSX:MYG) today announced that at its Annual and Special Meeting of Shareholders held in Montreal, Quebec (the “Meeting”), that over 99.99% of the votes cast by shareholders approved the previously announced plan of arrangement (the “Arrangement”), whereby, among other things, the company would migrate to the State of Delaware in the United States of America. Under the Arrangement, Mirati Therapeutics Inc. (“Mirati”), the holding company and wholly-owned subsidiary, will become the ultimate parent corporation of MethylGene and its subsidiaries, by acquiring all of the issued and outstanding common shares of MethylGene in exchange for 1 Mirati share for every 50 common shares of MethylGene.
MethylGene will apply for final approval of Arrangement by the Ontario Superior Court on June 27, 2013 and assuming receipt of court approval and satisfaction of other conditions to closing, the transaction is expected to close on or about June 28, 2013.
Concurrently with the Arrangement, Mirati is making an application to list its shares of common stock (“Mirati Shares”) on the NASDAQ Capital Market (“NASDAQ”). In connection with the NASDAQ listing, Mirati Therapeutics has filed a registration statement with the Securities and Exchange Commission in the United States on Form 10 for the purpose of registering the Mirati Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended.
MethylGene also announced today, in accordance with Toronto Stock Exchange requirements, the voting results from its Meeting. A total of 401,095,392 common shares were voted at the Meeting, representing 80.56% of the votes attached to all outstanding shares.
Shareholders voted in favour of all items of business before the Meeting, including the election of all director nominees as follows:
Director Percentage of Votes in Favour
Henry J. Fuchs 100%
Martin Godbout 75.83%
Charles M. Baum 99.97%
Rodney W. Lappe 99.97%
Peter Thompson 100%
Prior to the Meeting Ms. Margaret Mulligan notified MethylGene that she would not stand for re-election.
“We would like to thank Ms. Mulligan for her contributions to the board and the company” said Dr. Martin Godbout, Chairman of the Board.
Detailed voting results for the Meeting are available on SEDAR at www.sedar.com.
MethylGene is a publicly-traded biopharmaceutical company engaged in the development and commercialization of novel therapeutics for the treatment of cancer. Our compounds result from internal chemistry efforts targeting the active sites of enzymes that are key drivers of tumor growth. Our clinical development programs are focused on treating selected tumor types that express high levels of these targets in order to most effectively address unmet patient needs. Our lead program in clinical development is MGCD265, a multi-targeted small molecule kinase inhibitor for treatment of oncology patients with solid tumors. We are also evaluating development opportunities in oncology for mocetinostat, a spectrum-selective HDAC inhibitor and MGCD516, a kinase inhibitor with a distinct target profile.
Investor Relations Contact:
Mark J. Gergen
Executive Vice President & COO
Tracey Rowlands, Ph.D.
Director of Investor Relations and Business Development
Phone: 514-337-3333 ext. 512
Notice to Investors
This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.
Forward Looking Statements
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking information and forward-looking statements (collectively “forward-looking statements” within the meaning of applicable securities laws), and include statements relating to the anticipated closing of the Arrangement. Such statements, based as they are on the current expectations of management of MethylGene and upon what management believes to be reasonable assumptions based on information currently available to it, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond MethylGene’s control. Such statements can usually be identified by the use of words such as “may”, “would”, “believe”, “intend”, “plan”, “anticipate”, “estimate” and other similar terminology, or state that certain actions, events or results “may” or “would” be taken, occur or be achieved. Any such forward-looking statements are based on information currently available to us, and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors that MethylGene believes are appropriate in the circumstances.
However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks, assumptions and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict.In evaluating any forward-looking statements in this news release, MethylGene cautions readers not to place undue reliance on any forward-looking statements. Readers should specifically consider the various factors which could cause actual events or results to differ materially from those indicated by our forward-looking statements. Unless otherwise required by applicable securities laws, MethylGene does not intend, nor does it undertake any obligation, to update or revise any forward-looking statements contained in this news release to reflect subsequent information, events, results or circumstances or otherwise.
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