Clementia Pharmaceuticals Inc. Shareholders Approve Plan of Arrangement With Ipsen S.A.
2019年4月10日 - 1:29AM
Clementia Pharmaceuticals Inc. (Nasdaq: CMTA) ("Clementia" or
the "Corporation") is pleased to announce that its shareholders
have approved the previously announced statutory plan of
arrangement under the Canada Business Corporations Act pursuant to
which a wholly-owned subsidiary of Ipsen S.A. will 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 of US$6.00 per
share payable upon the U.S. Food and Drug Administration's (FDA)
acceptance of submission of a new drug application (NDA) filing for
palovarotene for the treatment of multiple osteochondromas (MO) on
or prior to December 31, 2024.
At the special meeting of shareholders of
Clementia held earlier today, the plan of arrangement was approved
by 99.9961% of the votes cast by shareholders and by 99.9960% of
the votes cast by shareholders other than those shareholders
required to be excluded pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in
Special Transactions.
The plan of arrangement remains subject to the
satisfaction or waiver of customary closing conditions and the
approval of the Superior Court of Québec. The hearing in respect of
the final order approving the plan of arrangement is scheduled to
take place on April 11, 2019. Further details regarding the
arrangement are set out in the management information circular
dated March 7, 2019 which is available on Clementia's profile
at www.sedar.com.
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 court
approval 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.
Contacts
Joseph WalewiczEVP, Business and Corporate
Development+1 (514) 940-1080investors@clementiapharma.com
Clementia Pharmaceuticals Inc. (NASDAQ:CMTA)
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