Novelion Therapeutics Announces Filing of Definitive Proxy Statement in Connection with Proposed Liquidation and Other Matters
Annual General Meeting of Shareholders
The Liquidation Proposal is among the proposals to be voted on at the Company’s Annual Meeting, to be held on
The Liquidation Proposal follows the previously announced completion of the acquisition by
At this time, Novelion does not maintain any ongoing business operations, nor does Novelion have any sources of revenue, and the Amryt Equity represents its primary asset. In furtherance of the Company’s duty to maximize value to shareholders and stakeholders, and after considering the limited strategic options reasonably available to the Company, the Novelion Board of Directors (the “Board”) called the Annual Meeting to seek shareholder approval of (among the other matters described below): (i) the voluntary liquidation and dissolution of the Company pursuant to the Business Corporations Act (
Matters to be Voted Upon
At the Annual Meeting, shareholders will be asked to:
- Consider and vote upon the Liquidation Matters.
- Consider and vote upon: (i) the appointment of
Alvarez & Marsal Canada Inc.as the liquidator of the Company pursuant to Section 319(2)(a) of the BCBCA (the ‘‘Liquidator’’); and (ii) the authorization of the Board to set the remuneration of the Liquidator.
- Consider and vote upon a proposal to elect three directors to hold office until the next annual general meeting of shareholders of Novelion and until their successors are duly elected and qualified, subject to their earlier resignation or removal, or earlier in accordance with the Liquidation Plan.
- Consider and conduct an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.
- Consider and vote upon a proposal to appoint
Deloitte & Touche LLPas the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The Board has unanimously approved each of these proposals and recommends that Novelion shareholders vote ‘‘FOR’’ each of the proposals summarized above and described in detail in the Proxy Materials.
Shareholders who have questions or require assistance in voting their Novelion shares should contact
Appointment to Board of Directors
The Company also announced that, effective
Cautionary Information Regarding Trading in Novelion’s Securities
Novelion cautions that trading in Novelion’s securities is highly speculative and poses substantial risks. Trading prices for Novelion’s securities may bear little or no relationship to the actual value realized, if any, by holders of Novelion’s securities. Accordingly, Novelion urges extreme caution with respect to existing and future investments in its securities.
Additional Information About the Annual Meeting and Where to Find It
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS AS AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE ANNUAL MEETING AND LIQUIDATION MATTERS.
Participants in the Solicitation
Novelion and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Novelion in connection with the Annual Meeting and the Liquidation Matters. Information about those directors and executive officers of Novelion, including their ownership of Novelion securities, is set forth in the definitive proxy statement filed with the Commission on
Forward Looking and Cautionary Statements
Certain statements in this 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, the convening of the Annual Meeting, the expected matters of business to be put forth at the Annual Meeting, including the Liquidation Matters, Novelion’s plans to voluntarily liquidate and dissolve pursuant to the matters to be voted upon at the Annual Meeting, and the outcome of the matters put forth for consideration at the Annual Meeting, 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. There can be no assurance that the matters set forth in such forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Therefore, the forward-looking statements in this release should be considered in light of the risks and uncertainties that attend such statements, including, but not limited to, whether the Novelion shareholders will approve the Liquidation Matters or other matters submitted to the Novelion shareholders at the Annual Meeting, Novelion’s ability to successfully and timely hold, and the outcome of, the Annual Meeting, the state of Novelion’s operations and remaining assets following the closing of the Aegerion 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 Novelion’s securities from
Source: Novelion Therapeutics, Inc.