SemBioSys Genetics Inc. Securityholder Vote To Be Held December 18, 2009 With A Record Date Of November 16, 2009
CALGARY, Canada – November 17, 2009 – SemBioSys Genetics Inc. (“SemBioSys”) (TSX:SBS) today announced that the Court of Queen’s Bench of Alberta has issued an interim order authorizing SemBioSys to hold a special meeting of the securityholders of SemBioSys, at which securityholders will be asked to approve the proposed plan of arrangement (the “Arrangement”) involving the corporate reorganization with Cathedral Energy Services Income Trust (“Cathedral”), which was announced on October 30, 2009.
SemBioSys will hold a special meeting of securityholders at 8:00 a.m. (MT) on Friday, December 18, 2009 at the corporate offices of McCarthy Tétrault LLP, Suite 3300, 421 - 7th Avenue SW, Calgary, Alberta. The Court has fixed November 16, 2009 as the record date for determining the securityholders entitled to receive notice of and to vote at the SemBioSys special meeting. At such meeting, SemBioSys securityholders will be asked to approve the Arrangement between SemBioSys and Cathedral.
The management information circular of SemBioSys, as well as the related proxy forms are expected to be mailed to the shareholders of SemBioSys on or about November 20, 2009.
For the Arrangement to be implemented (a) the Arrangement must be approved at the SemBioSys special meeting by a resolution passed by at least 66 2/3 percent of the votes cast by the securityholders of SemBioSys, and (b) at the Cathedral special meeting of unitholders to be held on the same date as the SemBioSys special meeting, the Arrangement must be approved by a resolution passed by at least 66 2/3 percent of the votes cast by the unitholders of Cathedral.
The Arrangement is also subject to the satisfaction or waiver of certain conditions set forth in the arrangement agreement dated October 29, 2009, as amended between SemBioSys, Cathedral, Cathedral Energy Services Ltd., 1491265 Alberta Ltd. and 1491277 Alberta Ltd. (which can be found at www.sedar.com) and to the final approval of the Court of Queen’s Bench of Alberta. Assuming that all required securityholder and unitholder approvals are obtained, SemBioSys is expected to apply to the Court in December 2009 for a final order in respect of the Arrangement. The date and time of presentation for the hearing of the application for final order before the Court will be announced by a news release which will be issued and posted on SemBioSys’ website. Assuming that the final order is obtained and all other conditions precedent to the Arrangement are satisfied or waived, the Arrangement is expected to close on or before December 21, 2009.
About SemBioSys
Calgary, Alberta-based SemBioSys is focused on leveraging its unique proprietary platform to manufacture high-value proteins and oils. SemBioSys’ seed-based protein production system can provide for its partners product enablement, exceptionally low cost and unprecedented scalability. SemBioSys is applying the platform with high selectivity to products with tremendous clinical promise and value potential. The Company’s current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at www.sembiosys.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, the obtaining of court and other regulatory approvals and consents, the obtaining of securityholder approvals, any adjustment with respect to the amount of the non-dilutive financing, including the market price of the securities to be received by New SemBioSys, the satisfaction of closing conditions, and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.
SemBioSys will hold a special meeting of securityholders at 8:00 a.m. (MT) on Friday, December 18, 2009 at the corporate offices of McCarthy Tétrault LLP, Suite 3300, 421 - 7th Avenue SW, Calgary, Alberta. The Court has fixed November 16, 2009 as the record date for determining the securityholders entitled to receive notice of and to vote at the SemBioSys special meeting. At such meeting, SemBioSys securityholders will be asked to approve the Arrangement between SemBioSys and Cathedral.
The management information circular of SemBioSys, as well as the related proxy forms are expected to be mailed to the shareholders of SemBioSys on or about November 20, 2009.
For the Arrangement to be implemented (a) the Arrangement must be approved at the SemBioSys special meeting by a resolution passed by at least 66 2/3 percent of the votes cast by the securityholders of SemBioSys, and (b) at the Cathedral special meeting of unitholders to be held on the same date as the SemBioSys special meeting, the Arrangement must be approved by a resolution passed by at least 66 2/3 percent of the votes cast by the unitholders of Cathedral.
The Arrangement is also subject to the satisfaction or waiver of certain conditions set forth in the arrangement agreement dated October 29, 2009, as amended between SemBioSys, Cathedral, Cathedral Energy Services Ltd., 1491265 Alberta Ltd. and 1491277 Alberta Ltd. (which can be found at www.sedar.com) and to the final approval of the Court of Queen’s Bench of Alberta. Assuming that all required securityholder and unitholder approvals are obtained, SemBioSys is expected to apply to the Court in December 2009 for a final order in respect of the Arrangement. The date and time of presentation for the hearing of the application for final order before the Court will be announced by a news release which will be issued and posted on SemBioSys’ website. Assuming that the final order is obtained and all other conditions precedent to the Arrangement are satisfied or waived, the Arrangement is expected to close on or before December 21, 2009.
About SemBioSys
Calgary, Alberta-based SemBioSys is focused on leveraging its unique proprietary platform to manufacture high-value proteins and oils. SemBioSys’ seed-based protein production system can provide for its partners product enablement, exceptionally low cost and unprecedented scalability. SemBioSys is applying the platform with high selectivity to products with tremendous clinical promise and value potential. The Company’s current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at www.sembiosys.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, the obtaining of court and other regulatory approvals and consents, the obtaining of securityholder approvals, any adjustment with respect to the amount of the non-dilutive financing, including the market price of the securities to be received by New SemBioSys, the satisfaction of closing conditions, and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.