- U.S. Federal Trade Commission and Canadian Competition Bureau also
Clear Plan of Arrangement -
MISSISSAUGA, ON, Jan. 18, 2013 /PRNewswire/ - YM BioSciences Inc. (NYSE MKT: YMI, TSX: YM), today reported that leading proxy advisory firms Institutional
Investor Services ("ISS") and Glass, Lewis & Co. ("Glass Lewis") have
recommended that shareholders of YM BioSciences Inc. ("YM" or the
"Company") vote in favor of the previously announced plan of
arrangement under which a wholly owned subsidiary of Gilead Sciences,
Inc. will acquire YM for U.S.$2.95 per share in cash.
In addition, the initial waiting period under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired
without any action by the Federal Trade Commission or the Antitrust
Division of the United States Department of Justice. The Canadian
Competition Bureau has also issued a letter stating that it does not,
at this time, intend to challenge the completion of the transaction and
waived the parties' obligation to submit a notification.
ISS noted that a vote FOR is warranted. The all-cash consideration
offers a satisfactory premium. In addition, it noted that market
reaction has been favorable, no alternative offers had been made and
there are no significant governance concerns.
Glass Lewis commented that the YM board of directors conducted a
reasonable review of strategic alternatives available to the Company
prior to entering into the proposed agreement. The agreement is in the
interests of the Company and shareholders in light of the lengthy
strategic review conducted by the YM board of directors and the value
of the proposed consideration.
ISS and Glass Lewis are leading independent international corporate
governance analysis and proxy voting firms. Their recommendations
assist shareholders to make their decisions regarding proxy voting.
Completion of the transaction remains contingent on the approval of YM
shareholders at a special meeting of shareholders, as well as court
approval. The special meeting will be held on Thursday, January 31,
2013 at 10:00am (EST) at the offices of Gowling Lafleur Henderson LLP,
Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto,
Ontario. The transaction is expected to close in the first quarter of
Permission to quote from the ISS and Glass Lewis reports was neither
sought nor obtained.
Attention YM BioSciences shareholders.
Be sure to vote your proxy before Tuesday January 29, 2013 at 10:00 AM
For information or assistance in voting your proxy, please contact
Kingsdale Shareholder Services Inc. at 1-866-229-8263 or 416.867.2272,
or by email at firstname.lastname@example.org.
About YM BioSciences
YM BioSciences Inc. is a drug development company primarily focused on
advancing CYT387, an orally administered inhibitor of both the JAK1 and
JAK2 kinases, which have been implicated in a number of hematological
and immune cell disorders including myeloproliferative neoplasms and
inflammatory diseases as well as certain cancers. Positive results have
been reported from a Phase I/II trial of CYT387 in 166 patients with
This press release may contain forward-looking statements, which reflect
YM's current expectation regarding future events. These forward-looking
statements involve risks and uncertainties that may cause actual
results, events or developments to be materially different from any
future results, events or developments expressed or implied by such
forward-looking statements. Such factors include, but are not limited
to, shareholder approval of the proposed arrangement; YM's ability to
obtain court and other approvals in connection with the proposed
arrangement; uncertainties as to the timing of the arrangement; the
satisfaction of the conditions precedent to the completion of the
arrangement; changing market conditions; the successful and timely
completion of clinical studies; the establishment of corporate
alliances; the impact of competitive products and pricing; new product
development; uncertainties related to the regulatory approval process
or the ability to obtain drug product in sufficient quantity or at
standards acceptable to health regulatory authorities to complete
clinical trials or to meet commercial demand; and other risks detailed
from time to time in YM's ongoing quarterly and annual reporting.
Except as required by applicable securities laws, YM undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
SOURCE YM BioSciences Inc.