Chromos Molecular Systems Inc. Obtains Interim Order in Connection with Arrangement
Published: Aug 11, 2008
NORTH VANCOUVER, BC, Aug. 8 /PRNewswire-FirstCall/ - Chromos Molecular Systems Inc. ("Chromos" or the "Company") announced today that the Supreme Court of British Columbia has issued an interim order (the "Interim Order") dated August 8, 2008 in connection with the previously announced proposed plan of arrangement (the "Arrangement") involving, among others, the Company, Calyx Bio-Ventures Inc. ("Calyx"), a wholly-owned subsidiary of Chromos, and Modatech Systems Inc., pursuant to which, among other things, Calyx will be the holder of all Chromos' assets, property and undertaking, together with additional cash of $2.35 million (before taking into account certain expenses relating to the transaction), and the shareholders of Chromos will hold all of the issued and outstanding shares of Calyx.
The Interim Order provides for the calling of a special meeting of shareholders of Chromos to consider the Arrangement (the "Meeting"). Subject to the approval of the shareholders at the Meeting and the satisfaction or waiver of the other conditions precedent to the arrangement, including all regulatory approvals being obtained or concluded, the hearing in respect of the final order to approve the Arrangement is currently scheduled to take place on September 11, 2008, with completion of the transaction anticipated to be before the end of September 2008.
The Meeting will be held on September 9, 2008 in the Main Boardroom at the offices of Fasken Martineau DuMoulin LLP, 2900 - 550 Burrard Street, Vancouver, British Columbia, V6C 0A3 at 10:00 a.m. Shareholders of record as of July 14, 2008 will be entitled to attend and vote at the Meeting.
Chromos confirmed today that, later this week or early next week, it will be mailing to its shareholders the notice of the Meeting and a Management Information Circular (the "Circular") in respect of the Meeting. The notice of Meeting and Circular will also be available at www.sedar.com under Chromos' name.
Certain statements in this news release may contain "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements or information include, without limitation, statements or information about the timing and success of application to obtain approvals required with respect to the Arrangement, and the listing of the shares of Calyx Bio-Ventures Inc. With respect to forward-looking statements and information contained herein, we have made numerous assumptions. Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include amongst others the risks and uncertainties involved in satisfying the conditions to close the Arrangement. Should one or more of these risks and uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information.
Although we have attempted to identify factors that may cause actual actions, events or results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actual results, performances, achievements or events to not be as anticipated, estimated or intended. Also, many of the factors are beyond our control. As actual results and future events could differ materially from those anticipated in such statements and information, readers should not place undue reliance on forward-looking statements or information. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. All forward-looking statements and information made herein are qualified by this cautionary statement.
CONTACT: Roger Flowerdew, CA, CEO and President, (604) 985-7100, Email: