PRINCETON, NJ, Feb. 12 /PRNewswire-FirstCall/ - NUCRYST Pharmaceuticals Corp., a developer and manufacturer of medical products that fight infection and inflammation, today announced the results of a special meeting of shareholders. The special meeting of shareholders was called to consider a special resolution (“Special Resolution”) pursuant to section 38(1) of the Business Corporations Act (Alberta) to reduce the stated capital of the outstanding NUCRYST common shares by an amount equal to the product of the number of common shares outstanding on the date of the meeting and $0.80 for the purpose of distributing $0.80 cash per share to the common shareholders of NUCRYST.
The distribution which will total $14.7 million equals approximately 59% of NUCRYST’s $25.0 million in cash and cash equivalents as of January 31, 2009. NUCRYST set a distribution payable date of February 25, 2009.
The Special Resolution was passed and February 17, 2009 was set as the record date for the distribution. The Toronto Stock Exchange (“TSX”) has determined that mandatory special settlement rules will be applied and the common shares will commence trading ex-distribution on the TSX at the opening of the markets on February 17, 2009.
Under NASDAQ OMX rules, the shares will continue to trade with the distribution until its ex-distribution date of February 26, 2009.
NUCRYST also announced the resignation of Thomas E. Gardner from the Board of Directors, effective immediately. Mr. Gardner previously served as Chairman, President, & Chief Executive Officer of NUCRYST until January 2009.
NUCRYST will release its 2008 fourth quarter and full year financial results on Tuesday, February 17, 2009. A conference call will be held that morning to discuss the financial results as well as the impact of the return of capital on NUCRYST’s business plans.
All amounts are in U.S. dollars.
About NUCRYST Pharmaceuticals Corp.
NUCRYST Pharmaceuticals Corp. develops, manufactures and commercializes medical products that fight infection and inflammation using SILCRYST(TM), its patented atomically disordered nanocrystalline silver technology. NUCRYST licensed world-wide rights for SILCRYST(TM) wound care coating products to Smith & Nephew plc, which markets these products in over 30 countries under their Acticoat(TM) trademark. NUCRYST has developed its proprietary nanocrystalline silver in a powder form, referred to as NPI 32101, for use in medical devices and as an active pharmaceutical ingredient.
This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada (collectively “forward-looking statements”). With respect to the forward-looking statements contained in this news release, readers are cautioned that numerous risks, uncertainties and other factors could cause our actual results to differ materially from those indicated in these statements including, but not limited to: the effect of the distribution of capital on our liquidity and ability to operate the business; future shareholder actions with respect to our capitalization and strategic direction; the performance of stock markets generally; our ability to satisfy regulatory and stock exchange standards and requirements to maintain our exchange listing; the uncertainty of our future operating results, which are likely to fluctuate; our ability to maintain our collaboration with Smith & Nephew; our reliance on sales of Acticoat(TM) products with our SILCRYST(TM) coatings by Smith & Nephew; the future financial performance and operating performance of Smith & Nephew; and management’s response to these factors. Although we have attempted to identify the important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements in this release, there may be other factors that cause actual results or events to differ from those expressed or implied in forward looking statements. For a more thorough discussion of the risks associated with our business, see the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2007 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov and with securities authorities in Canada on SEDAR at www.sedar.com. All forward-looking statements are expressly qualified in their entirety by this cautionary statement and NUCRYST disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future developments or otherwise after the date hereof.
CONTACT: David Wills, Gillian McArdle, Investor Relations, (416) 504-8464,
info@nucryst.com
