Novelion Provides Update on Final Distribution to Registered Shareholders
VANCOUVER, British Columbia, June 28, 2021 (GLOBE NEWSWIRE) -- Novelion Therapeutics Inc. (“Novelion” or the “Company”) by Alvarez & Marsal Canada Inc., Novelion’s liquidator (the “Liquidator”) today provides an update in respect of its final distribution to its registered shareholders (the “Final Distribution”). The Company has determined that due to the interim distribution on March 11, 2021 of approximately 87.5% of the American depository receipts (“ADRs”) of Amryt Pharma plc (“Amryt”) held by the Company, the remaining ADRs will be monetized by the Company. It is expected that the Final Distribution will therefore be one distribution comprised of the cash remaining in Novelion, in addition to the proceeds from the sale of the remaining ADRs, less any expenses through the end of the Company’s statutory liquidation.
Given the relatively small number of ADRs that would be remaining to distribute to a relatively large number of registered shareholders after the interim distribution, it was determined by the Liquidator to monetize the ADRs instead of attempting to distribute ADRs pro rata.
Those shareholders who were registered shareholders as of January 16, 2020, being the effective date of the Liquidation (the “Effective Date”), will be entitled to all distributions made in connection with Novelion’s ongoing statutory liquidation and dissolution.
Those shareholders who were registered shareholders as of the Effective Date and whose interim distributions of ADRs were withheld in accordance with the Order of the Supreme Court of British Columbia (the “B.C. Court”) approving the interim distribution, will also receive the cash value of such withheld distribution amounts as part of their Final Distribution.
The steps necessary to monetize the remaining ADRs and complete the Final Distribution to registered shareholders will be subject to approval by the B.C. Court on a motion by the Liquidator. The Liquidator currently expects this motion to be scheduled in July 2021. If the B.C. Court grants the requested Order approving the Final Distribution, the Liquidator will also seek an Order of the United States Bankruptcy Court for the Southern District of New York (the “US Court”) confirming that the Order of the B.C. Court with respect to the Final Distribution is enforceable in the United States, and directing all entities in the United States to take any and all lawful action necessary to give effect to the B.C. Court’s Order and the transactions contemplated thereunder.
The Liquidator also expects to seek, as part of the motion to the B.C. Court, approval to proceed with the dissolution of the Company after the Final Distribution and certain releases and approvals of the Liquidator’s fees and disbursements.
Shareholders and other interested parties should visit www.alvarezandmarsal.com/novelion for continuing information about Novelion, the Liquidation and related matters.
Cautionary Information Regarding the Company’s Securities
As of the Effective Date, the Company’s transfer agent closed the Company’s stock transfer books and discontinued recording transfers, and registered shareholders are no longer able to transfer record ownership of their shares. Any distributions made in the Liquidation will be made only to registered shareholders as of the Effective Date, and beneficial holders of common shares will be entitled to receive any distributions only through and from the applicable registered holder of their shares. Shareholders whose shares in Novelion are held in a brokerage firm or with a securities dealer, trust company, bank or another similar organization, are encouraged to reach out to their broker, dealer, trust, bank or other agent with any questions relating to the processes or requirements for receiving any such distributions if and when they are made.
The Company believes, but cannot assure, that trading in the Company’s common shares was suspended or otherwise ceased as of the Effective Date or shortly thereafter. The Company cautions that investors who seek to trade in Novelion common shares or other securities after the Effective Date (to the extent such trading is available), including on any secondary markets, do so at substantial risk to their investment.
The Company continues to caution that trading in the Company’s securities (to the extent such trading is available) remains highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Certain statements in this press release constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable laws and regulations, including U.S. and Canadian securities laws. Any statements contained herein which do not describe historical facts, including, but not limited to, steps anticipated to be required by the Company or the Liquidator to effect the Final Distribution, including any processes before the US Court and the timing related to same, the Liquidator’s actions with respect to the Liquidation and any orders of the B.C. Court or the US Court related to same, the amount, timing and nature of any distributions as part of the Liquidation, including the Final Distribution, the sale of any ADRs by Novelion, the ultimate outcome of the Liquidation process, expectations and beliefs related to trading in and the market and record of holders of Novelion common shares after the Effective Date, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.
Such risks and uncertainties include, among others, the impact of any determinations of the B.C. Court and the actions of the Liquidator undertaken as part of the Liquidation, the possibility that actual expenses and claims that result from the Liquidation will be greater than anticipated, and the potential impact of any volatility in the market price of the ADRs held by the Company, any or all of which could materially reduce the availability of assets available for distribution to shareholders, the possibility of any resale restrictions applicable to the ADRs in the future to either Novelion or Novelion’s registered shareholders, as well as those risks identified in Novelion’s filings with the Securities and Exchange Commission (the “SEC”) and Canadian securities regulators, including the definitive proxy statement filed on October 3, 2019, which are available on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com. The impact from any such risks and uncertainties could materially reduce or eliminate the availability of assets available for distribution to shareholders, or delay the timing of any such distributions.
Novelion cautions investors and others not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, Novelion undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.