Mirati Therapeutics and MethylGene Announce Completion of Plan of Arrangement
6/28/2013 10:47:33 AM
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San Diego, California and Montreal, Canada, June 28, 2013 –MethylGene Inc. (“MethylGene”) (TSX:MYG) and Mirati Therapeutics Inc. (“Mirati Therapeutics”) today announced the successful completion, effective June 28, 2013, of the previously announced plan of arrangement (the “Arrangement”), whereby, among other things, MethylGene would migrate to the State of Delaware in the United States of America. Under the Arrangement, Mirati Therapeutics, a holding company, has become the ultimate parent corporation of MethylGene and its subsidiaries. Each MethylGene shareholder received one share of Mirati Therapeutics common stock (“Mirati Share”) for every 50 common shares of MethylGene held, having the effect of a 1 for 50 reverse split. In addition, all outstanding warrants and options have become exerciseable for Mirati Shares and the exercise price and the number of common shares issuable thereunder have been proportionately adjusted to reflect the 1 for 50 effective reverse split. The Mirati Shares are expected to commence trading on the TSX on July 3, 2013, under the symbol “MYG”.
The Arrangement was overwhelmingly approved by shareholders of MethylGene at the Annual and Special meeting held on June 25, 2013. The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement on Thursday, June 27, 2013.
Mirati Therapeutics will base its headquarters in San Diego, California, with offices in Princeton, New Jersey and Montreal, Canada.
“This is a pivotal step in the evolution of our company and the advancement of our programs in targeted oncology”, said Dr. Charles Baum, President and Chief Executive Officer of Mirati Therapeutics. “As a U.S. corporation, Mirati Therapeutics has the best opportunity to bring novel therapeutics to oncology patients and significantly increase the value of the company.”
About Mirati Therapeutics
Mirati Therapeutics is a publicly-traded biopharmaceutical company engaged in the development 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:
Mirati Therapeutics Inc.
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 commencement of trading of the Mirati Shares on the TSX and NASDAQ. Such statements, based as they are on the current expectations of management of Mirati 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 Mirati’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 Mirati 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, Mirati 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, Mirati 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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