Securityholders Approve ADVANZ PHARMA
Acquisition
NASDAQ: CORV TSX: CORV
VANCOUVER, May 15, 2020 /CNW/ - Correvio Pharma Corp.
("Correvio" or the "Company") (NASDAQ: CORV) (TSX: CORV),
today announced the results of voting on matters considered at
its annual general and special meeting (the "Meeting") of Correvio
shareholders and holders of options, restricted share units and
phantom share units (collectively, the "Securityholders") which
took place in a virtual format earlier today.
At the Meeting, Securityholders were asked to, among other
things, pass a special resolution relating to the proposed plan of
arrangement (the "Arrangement"), involving the Company and a
subsidiary of ADVANZ PHARMA Corp. Limited ("ADVANZ PHARMA").
As previously announced in the Company's press release on
March 16, 2020, the Arrangement will
be carried out pursuant to an arrangement agreement dated
March 15, 2020 among Correvio, ADVANZ
PHARMA and its subsidiary (the "Arrangement Agreement").
Results from the Meeting include:
- The special resolution approving the Arrangement was approved
by: (i) 85.79% of votes cast by Correvio shareholders present
online or represented by proxy at the Meeting; and (ii) 88.06% of
votes cast by Securityholders (on an "as-converted basis") voting
as a single class present online or represented by proxy at the
Meeting. The transaction is expected to close on May 27, 2020 following receipt of final court
approval and other customary closing conditions.
Upon closing, Correvio will become a wholly-owned subsidiary of
ADVANZ PHARMA. In connection with the transaction and subject to
closing, Correvio's common shares will be delisted from the Toronto
Stock Exchange and the NASDAQ Capital Market and Correvio will
cease to be a reporting issuer under U.S. and Canadian securities
law.
The foregoing description of the Arrangement Agreement is qualified
in all respects by the full text of the Arrangement
Agreement. A copy of the Arrangement Agreement is available
on Correvio's SEDAR profile at www.sedar.com and on EDGAR at
www.sec.gov.
- All six members of the Cardiome Board of Directors named as
nominees in the 2020 proxy statement received a majority of the
votes cast by shareholders at the Meeting, being: Richard M. Glickman, W. James O'Shea, Dr. William L. Hunter, Dr. Mark H. Corrigan, Arthur
H. Wilms, Dr. Robert J. Meyer
and Dr. Vanda De Cian. Detailed
results of the Director votes are presented in the following
table:
|
Total Votes
For
|
% Votes
For
|
Richard M.
Glickman
|
22,178,735
|
91.92%
|
W. James
O'Shea
|
22,207,225
|
92.04%
|
Dr. William L.
Hunter
|
21,942,248
|
90.94%
|
Dr. Mark H.
Corrigan
|
22,036,542
|
91.33%
|
Arthur
Willms
|
22,210,276
|
92.05%
|
Dr. Robert J.
Meyer
|
22,223,356
|
92.10%
|
Dr. Vanda De
Cian
|
22,154,462
|
91.82%
|
- Shareholders approved the appointment of KPMG LLP as Correvio's
independent registered public accounting firm. 39,819,301 shares,
representing approximately 95.78% of votes cast and approximately
60.16% of issued and outstanding shares, were voted in favor of
this resolution.
About Correvio Pharma Corp.
Correvio Pharma Corp. is a specialty pharmaceutical company
focused on providing innovative, high-quality brands that meet the
needs of acute care physicians and patients. With a commercial
presence and distribution network covering over 60 countries
worldwide, Correvio develops, acquires and commercializes brands
for the in-hospital, acute care market segment. The Company's
portfolio of approved and marketed brands includes:
Xydalba™ (dalbavancin hydrochloride), for the
treatment of acute bacterial skin and skin structure infections
(ABSSSI);
Zevtera®/Mabelio® (ceftobiprole
medocaril sodium), a cephalosporin antibiotic for the treatment of
community- and hospital-acquired pneumonia (CAP, HAP);
Brinavess® (vernakalant IV) for the rapid
conversion of recent onset atrial fibrillation to sinus rhythm;
Aggrastat® (tirofiban hydrochloride) for the
reduction of thrombotic cardiovascular events in patients with
acute coronary syndrome. Correvio's pipeline of product candidates
includes Trevyent®, a drug device combination that is
designed to deliver treprostinil, the world's leading treatment for
pulmonary arterial hypertension.
Correvio is traded on the NASDAQ Capital Market (CORV) and the
Toronto Stock Exchange (CORV). For more information, please visit
our web site www.correvio.com.
Forward-Looking Statement Disclaimer
Certain statements in this news release contain "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 or "forward-looking information"
under applicable Canadian securities legislation (collectively,
"forward-looking statements"). Forward-looking statements include
statements that may relate to our plans, objectives, goals,
strategies, future events, future revenue or performance, capital
expenditures, financing needs and other information that may not be
based on historical fact. Forward-looking statements can often be
identified by the use of terminology such as "believe", "may",
"plan", "will", "estimate", "continue", "anticipate", "intend",
"expect", "look forward to" and similar expressions.
Forward-looking statements are necessarily based on estimates and
assumptions made by us based on our experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are
appropriate.
By their very nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance, achievements, events or
developments to be materially different from any future results,
performance, achievements, events or developments expressed or
implied by such forward-looking statements. These forward-looking
statements include, but are not limited to, statements relating to
the ability of Correvio and ADVANZ PHARMA to satisfy the other
conditions to, and to complete, the Arrangement, the closing of the
Arrangement, the intention to seek a delisting of the common shares
of Correvio on Nasdaq and TSX and the anticipated timing of the
completion of the Arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the Arrangement and the
anticipated timing for completion of the Arrangement, Correvio has
provided them in reliance on certain assumptions and believes that
they are reasonable at this time, including the assumptions as to
the ability of the parties to receive, in a timely manner, the
necessary court approvals; and the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Arrangement. These dates may change for a number of reasons,
including the inability to secure necessary court approvals in the
time assumed or the need for additional time to satisfy the other
conditions to the completion of the Arrangement. Accordingly, you
should not place undue reliance on the forward-looking statements
and information contained in this news release concerning these
times.
These statements reflect Correvio's current views with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
Correvio, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements or information and
Correvio has made assumptions and estimates based on or related to
many of these factors. Such factors include, without
limitation: risks associated with the Arrangement and
acquisitions generally, such as the failure to satisfy the closing
conditions contained in the ADVANZ Arrangement Agreement, the
occurrence of a material adverse effect or other events which may
give the parties a basis on which to terminate the ADVANZ
Arrangement Agreement, and the risks and uncertainties facing
Correvio as discussed in the annual report and detailed from time
to time in our other filings with the Securities and Exchange
Commission ("SEC") available at www.sec.gov and the
Canadian securities regulatory authorities at www.sedar.com.
In particular, we direct your attention to Correvio's Annual
Information Form filed with the Canadian securities regulatory
authorities on SEDAR on March 30,
2020, and Correvio's Annual Report on Form 20-F for the year
ended December 31, 2019, filed with the SEC on April 29, 2020. All of the risks and certainties
disclosed in those filings are hereby incorporated by reference in
their entirety into this news release.
While Correvio makes these forward-looking statements in good
faith, given these risks, uncertainties and factors, you are
cautioned not to place undue reliance on any forward-looking
statements made in this press release. All forward-looking
statements made herein are made as of the date hereof based on our
current expectations and we undertake no obligation to revise or
update such forward-looking statements to reflect subsequent
events, information or circumstances, except as required by law.
Investors are cautioned that forward-looking statements are not
guarantees of future performance and accordingly investors are
cautioned not to put undue reliance on forward-looking statements
due to their inherent uncertainty.
Correvio® and the Correvio Logo are the proprietary
trademarks of Correvio Pharma Corp.
Aggrastat® and Brinavess™® are trademarks
owned by Correvio and its affiliates worldwide.
Xydalba™ is a trademark of Allergan Pharmaceuticals
International Limited, and used under license.
Zevtera® and Mabelio® are trademarks owned by
Basilea Pharmaceutica International Ltd., and used under
license.
Trevyent® is a trademark of United Therapeutics
Corporation and used under license.
All other trademarks are the property of their respective
owners.
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SOURCE Correvio Pharma Corp