Novelion Therapeutics Announces Completion of Aegerion Transaction and Departure of Certain Directors and Officers
Closing of Amryt Transaction
In full satisfaction of its claims as creditor under the secured intercompany loan between Aegerion and Novelion, Novelion received American depository receipts representing approximately 14.0 million Ordinary Shares (the “Novelion Consideration”), which currently represents just over 8% of Amryt on a fully-diluted basis (without taking into account shares underlying new convertible notes issued to certain creditors of Aegerion in connection with the Amryt Transaction). Amryt has issued a press release describing additional details of the Amryt Transaction, including consideration issued to other stakeholders. Novelion received only the Novelion Consideration and did not receive any other equity or property in connection with the Amryt Transaction.
In addition, at Closing, Novelion, Amryt and Aegerion entered into a master services agreement (the “MSA”) whereby Amryt will reimburse Novelion for certain compensation and benefits that Novelion will be paying to two of Novelion’s three remaining employees until the earlier of each employee’s last date of employment with Novelion and
Departure of Certain Directors and Officers
Effective at the Closing, each of
Annual General Meeting; Plans to Liquidate and Dissolve
Following the Amryt Transaction, Novelion will cease to have any ongoing business operations or sources of revenue. As such, the Novelion Board has called an annual general meeting (the “Annual Meeting”) to, among other things, seek shareholder approval of, (i) the voluntary liquidation and dissolution of Novelion under the Business Corporations Act (
The Company anticipates filing and mailing to its shareholders its definitive proxy statement and information circular in respect of the Annual Meeting and the Liquidation Matters in the near term. The proxy statement and information circular will include additional details regarding the Novelion Consideration.
Cautionary Information Regarding Trading in the Company’s Securities
The Company continues to caution that trading in the Company’s securities is 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, statements regarding, reimbursements anticipated to be provided by Amryt to Novelion pursuant to the MSA, support anticipated to be provided by Novelion to Amryt under the MSA, the expectation that Novelion will cease to have any ongoing business operations or sources of revenue, Novelion’s plans to voluntarily liquidate and dissolve upon receipt of required shareholder approvals, the convening of the Annual Meeting, the expected matters of business to be put forth at the Annual Meeting, including any liquidation plan in respect of the Company, any anticipated distributions to shareholders of any remaining property of the Company as a result of the outcome of the matters put forth for consideration at the Annual Meeting, and the timing of finalization and mailing of the Company’s proxy statement and circular related to the Annual Meeting and the anticipated contents of same, 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, Novelion’s ability to successfully hold, and the outcome of, the Annual Meeting, the state of Novelion’s operations and remaining assets following the Amryt Transaction, Novelion’s ability to effect the deconsolidation of Aegerion from its financial statements and file its Quarterly Report on Form 10-Q within the anticipated timeframe or at all, the delisting of the Company’s securities from
Novelion cautions you 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.
Investors and others should note that Novelion communicates with its investors and the public using the Novelion website www.novelion.com, including, but not limited to, company disclosures, investor presentations and FAQs,
Source: Novelion Therapeutics, Inc.