MONTREAL, March 6, 2019
/PRNewswire/ - Clementia Pharmaceuticals Inc.
(NASDAQ: CMTA) is pleased to announce that it has obtained an
interim order from the Québec Superior Court in connection with the
previously announced plan of arrangement pursuant to which a
wholly-owned subsidiary of Ipsen S.A. is proposing to acquire all
of the issued and outstanding common shares of Clementia for
US$25.00 per share in cash upfront on
completion of the transaction plus a deferred payment on the
achievement of a future regulatory milestone in the form of a
contingent value right (CVR) of US$6.00 per share payable upon the U.S. Food and
Drug Administration (FDA) acceptance of the New Drug Application
(NDA) filing for palovarotene for the treatment of multiple
osteochondromas (MO) on or prior to December
31, 2024.
The interim order authorizes Clementia to call and hold on
April 9, 2019 a special meeting of
the holders of its common shares to approve the transaction.
The transaction will require the approval of at least 66 2/3%
of the votes cast by shareholders present in person or represented
by proxy at the meeting as well as the approval of a majority of
the votes cast by the Clementia's disinterested shareholders
present in person or represented by proxy at the meeting.
Clementia has set March 8, 2019 as
the record date for the determination of the shareholders entitled
to receive notice of and to vote at the meeting.
Further details regarding the transaction and the procedure for
shareholders to vote their common shares will be included in the
management information circular, the letter of transmittal and the
related proxy materials in respect of the meeting, which are
expected to be mailed and made available on SEDAR and EDGAR on or
about March 13, 2019.
BDC Capital and New Enterprises Associates Enter into Support
and Voting Agreements
Clementia also announces that following the announcement of the
transaction, BDC Capital Inc. and New Enterprise Associates 15,
L.P., who respectively own approximately 14.0% and 7.1% of the
issued and outstanding common shares, have each entered into a
support and voting agreement pursuant to which they have agreed to
vote their common shares in favour of the special resolution
approving the transaction. Considering the previously announced
support and voting agreements entered into by OrbiMed Private
Investments IV, LP and the directors and certain officers of
Clementia, shareholders owning approximately 51.7% of Clementia's
issued and outstanding common shares have now agreed to vote their
common shares in favour of the transaction.
About Clementia Pharmaceuticals Inc.
Clementia is a clinical-stage company innovating treatments for
people with ultra-rare bone disorders and other diseases with high
medical need. Clementia is preparing to submit an NDA in the second
half of 2019 to seek approval of its lead product candidate,
palovarotene, a novel RARγ agonist, for fibrodysplasia ossificans
progressiva (FOP). The ongoing Phase 3 MOVE Trial is evaluating an
additional dosing regimen of investigational palovarotene for the
treatment of FOP. Palovarotene is also in a Phase 2 trial, the
MO-Ped Trial, for the treatment of MO, also known as multiple
hereditary exostoses (MHE). In addition, Clementia has commenced a
Phase 1 trial for an eye drop formulation of palovarotene for the
potential treatment of dry eye disease and is also investigating
other conditions that may benefit from RARγ therapy. For more
information, please visit www.clementiapharma.com and connect with
us on Twitter @ClementiaPharma.
Forward Looking Statements
This press release may include "forward-looking statements"
within the meaning of the applicable securities laws, including
with respect to the timing and completion of the arrangement, the
proposed timing of filings and submissions with the FDA for
palovarotene and the impact of the proposed transaction on
Clementia and the operations of Clementia post-transaction. Each
forward-looking statement contained in this press release is
subject to known and unknown risks and uncertainties and other
unknown factors that could cause actual results to differ
materially from historical results and those expressed or implied
by such statement. In addition to statements which explicitly
describe such risks and uncertainties, readers are urged to
consider statements labeled with the terms "believes", "belief,"
"expects," "intends," "anticipates," "will," or "plans" to be
uncertain and forward-looking. Applicable risks and uncertainties
include, among others, the risk that a condition to closing of the
arrangement may not be satisfied, the risk that any required
shareholder, court or applicable regulatory approvals for the
arrangement may not be obtained or be obtained subject to
conditions that are not anticipated, the outcome of the FDA
approval of palovarotene product candidate for the treatment of MO,
Clementia's ability to successfully complete in a timely manner the
studies required to be completed in order to submit the NDA,
Clementia's ability to generate revenue and become profitable, the
risks related to its heavy reliance on palovarotene, its only
current product candidate, the risks associated with the
development of palovarotene and any future product candidate,
including the demonstration of efficacy and safety, Clementia's
dependence on licensed intellectual property, including the ability
to source and maintain licenses from third-party owners; as well as
the risks identified in Clementia's public filings with the SEC and
the Québec Autorité des Marchés Financiers. Clementia
cautions investors not to rely on the forward-looking statements
contained in this press release when making an investment decision
in their securities. Investors are encouraged to read Clementia's
filings with the SEC or on SEDAR, available at www.sec.gov or
www.sedar.com, for a discussion of these and other risks and
uncertainties. The forward-looking statements in this press release
speak only as of the date of this press release, and Clementia
undertakes no obligation to update or revise any of these
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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SOURCE Clementia Pharmaceuticals, Inc.