CALGARY, May 28, 2013 /PRNewswire/ - Resverlogix Corp. ("Resverlogix") (TSX:
RVX) announced today that holders ("Shareholders") of common shares of
Resverlogix ("Resverlogix Shares") have approved the special resolution
relating to the proposed spin-out of RVX Therapeutics Inc.
("Therapeutics") to Zenith Epigenetics Corp. (formerly 1741273 Alberta
Ltd.), a newly-incorporated company ("Newco"), pursuant to a plan of
arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Upon completion of the Arrangement,
shareholders of Resverlogix will own one common share of Resverlogix
and one common share of Newco for each common share of Resverlogix held
immediately prior to the Arrangement becoming effective.
The Arrangement was approved by approximately 99.89% of the votes cast
by Shareholders at the special meeting of Shareholders held earlier
today (the "Meeting"). Resverlogix will be making an application for
the final order of the Court of Queen's Bench of Alberta in respect of
the Arrangement (the "Final Order") on Thursday, May 30, 2013.
At the Meeting, Shareholders also approved ordinary resolutions
approving: (i) a stock option plan for Newco to be effective upon
completion of the Arrangement; and (ii) a long term incentive plan for
Newco to be effective upon completion of the Arrangement.
As previously announced, pursuant to the Arrangement, Resverlogix will
retain its research and development activities related to the
development of compounds for applications with indications involving a
therapeutic increase in Apolipoprotein A-1 ("Apo A-I"), including the
clinical program related to RVX-208. Resverlogix will spin-off all
other research and development activities related to its epigenetic
platform technology to Newco.
The closing of the Arrangement remains subject to the satisfaction or
waiver of the other conditions specified in the arrangement agreement
between Resverlogix, Therapeutics and Newco entered into on April 29,
2013 (the "Arrangement Agreement"). If the Final Order is obtained on
May 30, 2013 in form and substance satisfactory to Resverlogix and
Newco, and all other conditions specified in the Arrangement Agreement
are satisfied or waived, Resverlogix and Newco expect that the closing
of the Arrangement will occur on June 3, 2013.
Resverlogix Corp. is a clinical stage cardiovascular company with an
epigenetic platform technology that modulates protein production.
Resverlogix is developing RVX-208, a first-in-class small molecule for
the treatment of atherosclerosis. RVX-208 is the first BET bromodomain
inhibitor in clinical trials. New compounds arising from Resverlogix's
epigenetic drug discovery platform function by inhibiting BET
bromodomains and have the potential to impact multiple diseases
including autoimmune diseases, cancer and neurodegenerative diseases
and diabetes mellitus. Resverlogix's common shares trade on the Toronto
Stock Exchange (TSX: RVX). For further information please visit www.resverlogix.com. We can be followed on our blog at http://www.resverlogix.com/blog.
This news release may contain certain forward-looking information as
defined under applicable Canadian securities legislation, that are not
based on historical fact, including without limitation statements
containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expects", "continue", "estimate", "forecasts" and
other similar expressions. In particular, this news release includes
forward looking information relating to the relating to the ability of
the parties to satisfy the conditions to, and to complete, the
Arrangement and the anticipated date of closing of the Arrangement. Our
actual results, events or developments could be materially different
from those expressed or implied by these forward-looking statements. We
can give no assurance that any of the events or expectations will occur
or be realized. By their nature, forward-looking statements are subject
to numerous assumptions and risk factors including but not limited to
those assumptions and risk factors discussed in our Annual Information
Form and most recent MD&A which are incorporated herein by reference
and other documents we file from time to time with securities
regulatory authorities, which are available through SEDAR at www.sedar.com The forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and are made as of the
date hereof. We disclaim any intention and have no obligation or
responsibility, except as required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Donald J. McCaffrey
President and CEO
Director of Investor Relations
SOURCE Resverlogix Corp.