TORONTO, Nov. 14 /PRNewswire-FirstCall/ - Viventia Biotech Inc. today announced that it has approved a merger agreement with its principal shareholders, Mr. Leslie Dan, Ms. Andrea Dan-Hytman and their affiliates (collectively, the “Dan Group”), pursuant to which Viventia will be amalgamated with a newly- incorporated private company wholly-owned by the Dan Group. Subject to the satisfaction of certain conditions, including signing a definitive agreement, Viventia shareholders (other than the Dan Group) will receive $2.50 per share in cash for each Viventia common share held. The Dan Group now owns more than 90% of the Viventia common shares outstanding through the recent exercise of warrants and conversion of debentures.
Viventia’s Board of Directors, except for Mr. Dan who did not participate in the approval process, has unanimously approved the proposed transaction and recommends that Viventia’s shareholders vote in favour of the transaction. The Board of Directors based its approval, among other things, upon (i) the unanimous recommendation of a special committee of independent directors, (ii) a valuation prepared by Orion Securities Inc. (which was appointed by the special committee), and (iii) a fairness opinion of Orion which concludes that the transaction is fair from a financial point of view to shareholders, other than the Dan Group.
The transaction is subject to the approval of Viventia’s shareholders. All shareholders of record will receive relevant documents which further outline the specifics of this transaction in connection with a special meeting of shareholders to be held on December 23, 2005. November 25, 2005 has been fixed as the record date for notice of the meeting. To be effective, the transaction must receive approval by at least 66 2/3% of the shares voted including shares held by the Dan Group. Shareholders will also be entitled to dissent rights subject to satisfying applicable legal requirements.
Prior to coming to agreement with Viventia as to the terms of the transaction, the members of the Dan Group exercised certain warrants and converted certain debentures of Viventia held by them and as a consequence, the Dan Group now owns more than 90% of the Viventia common shares outstanding. Accordingly, the Company is exempt from the requirement to seek approval from minority shareholders for the transaction under Ontario Securities Commission Rule 61-501.
The exercise by the Dan Group of their warrants as described above resulted in the payment of approximately $12 million dollars to Viventia. Following the exercise of these warrants, Leslie Dan and Clairmark Investments Ltd. (a member of the Dan Group) immediately demanded repayment of amounts outstanding under certain demand promissory notes held by them in the amount of approximately $12 million. Following this repayment, Viventia still owes more than $9 million to Leslie Dan and Clairmark under other demand promissory notes issued by Viventia.
The Dan Group has communicated its intent to continue to fund the post- amalgamation company.
About Viventia Biotech
Viventia Biotech Inc. (TSX:VBI - News) is a biopharmaceutical company developing Armed Antibodies(TM), powerful and precise anti-cancer drugs designed to overcome various forms of cancer. Viventia’s lead products, Proxinium(TM) and Vicinium(TM), combine a cytotoxic protein payload significantly more powerful than traditional chemotherapies with the highly precise tumour-targeting characteristics of a monoclonal antibody. Proxinium(TM) is entering Phase II clinical trials for the treatment of head and neck cancer, and Vicinium(TM) is currently enrolling patients in a Phase I/II clinical trial for the treatment of bladder cancer.
This press release contains forward-looking statements, which are subject to risks and uncertainties inherent to the process of developing and commercializing human therapeutic products. Actual results could differ materially from those projected in this release. Certain statements included in this press release constitute forward looking statements. When used in this press release, the words “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “will”, “may”, “should” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect our current expectations concerning future results and events. These statements include, without limitation, statements with respect to the clinical and developmental timelines associated with Proxinium.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.
Source: Viventia Biotech Inc.