LAVAL, QC and CAMBRIDGE, England, Aug. 16, 2023 /PRNewswire/ -- Liminal BioSciences
Inc. (NASDAQ: LMNL) ("Liminal BioSciences" or the "Company"),
announced today that the Ontario Superior Court of Justice
(Commercial List) (the "Court") has issued an interim order (the
"Interim Order") in connection with the previously-announced plan
of arrangement under section 192 of the Canada Business
Corporations Act (the "Plan of Arrangement") pursuant to which
Structured Alpha LP ("SALP"), a limited partnership managed by its
general partner, Thomvest Asset Management Ltd., will acquire all
of the issued and outstanding common shares of Liminal BioSciences
(the "Shares") not currently owned by SALP or its affiliates
and associates (the "Minority Shares") at a price of US$8.50 per Share, payable in cash
(the "Arrangement").
The Interim Order, among other things, authorizes the holding of
a special meeting (the "Meeting") of the common shareholders of the
Company (the "Shareholders") as of the record date of
August 15, 2023 to consider, and if deemed advisable, pass a
special resolution (the "Arrangement Resolution") to approve the
Plan of Arrangement. Pursuant to the Interim Order, the Meeting is
scheduled to be held virtually by live webcast on September 15, 2023 at 8:00
a.m. (Eastern time) at https://web.lumiagm.com/465634100. To
become effective, the Arrangement Resolution requires the approval
of (i) at least two-thirds (66 2/3%) of the votes cast by
Shareholders virtually present or represented by proxy at the
Meeting, and (ii) the majority of the Shareholders virtually
present or represented by proxy at the Meeting, excluding the votes
of Shareholders whose votes are required to be excluded for the
purposes of "minority approval" under Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101") in the context of a "business
combination", including the Shares over which SALP and its
affiliates and associates exercise control or direction.
After, among other things, receiving outside legal and financial
advice in evaluating the Arrangement and careful consideration of
various matters, the special committee (the "Special Committee") of
the board of directors (the "Board") of Liminal BioSciences, which
Special Committee is comprised entirely of disinterested directors,
has unanimously recommended that the Board approve the Plan of
Arrangement and unanimously recommends that the holders of Minority
Shares (the "Minority Shareholders") vote IN FAVOUR of
the Arrangement Resolution at the Meeting. On the unanimous
recommendation of the Special Committee, and after, among
other things, receiving outside legal and financial advice in
evaluating the Arrangement and careful consideration of various
matters, the Board, with Messrs. Eugene
Siklos and Alek Krstajic
(being the two directors on the Board affiliated with SALP) having
recused themselves, unanimously determined (i) that the
Arrangement is fair to the Minority Shareholders and (ii) that the
Arrangement is in the best interests of the Company, and
unanimously recommends that the Minority Shareholders vote IN
FAVOUR of the Arrangement Resolution at the Meeting.
Further details regarding the Arrangement, the Plan of
Arrangement, the Meeting and the applicable voting requirements
will be included in the notice of special meeting and management
information circular (the "Circular") in respect of the Meeting.
All Shareholders are urged to carefully read the Circular once it
is available. The Circular and related Meeting materials, including
the form of proxy and the letter of transmittal allowing the
Liminal BioSciences' registered shareholders to deposit their
Shares and receive the cash consideration therefor on or following
the effective date of the Arrangement, are expected to be mailed to
the Shareholders on or about August 24,
2023. Copies of the Circular and related Meeting materials
will also be made immediately available under the Company's profile
on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Completion of the Arrangement remains subject to the
satisfaction of a number of conditions, including the approval of
the Arrangement Resolution by the Liminal BioSciences' Shareholders
at the Meeting and the issuance by the Court of a final order
approving of the Plan of Arrangement.
Shareholders of Liminal BioSciences with questions regarding the
Arrangement or the Meeting or requiring assistance with voting at
the Meeting should contact Carson Proxy Advisors, the Company's
proxy solicitor, at North American toll free phone at
1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at
info@carsonproxy.com.
About Liminal BioSciences Inc.
Liminal BioSciences is a development stage biopharmaceutical
company focused on discovering and developing novel and distinctive
small molecule therapeutics that modulate G protein-coupled
receptors, or GPCR, pathways. Liminal BioSciences is designing
proprietary novel small molecule therapeutic candidates with the
intent of developing best/first in class therapeutics for the
treatment of metabolic, inflammatory and fibrotic diseases with
significant unmet medical needs, using our integrated drug
discovery platform, medicinal chemistry expertise and deep
understanding of the GPCR biology. Liminal BioSciences' pipeline is
currently made up of three programs. The candidate selected for
clinical development, LMNL6511, a selective antagonist for the
GPR84 receptor, is expected to commence a Phase 1 clinical trial in
the second half of 2023. Liminal BioSciences is also developing
LMNL6326 as an antagonist for the OXER1 receptor, targeting
treatment of eosinophil-driven disease, and GPR40 agonists, both of
which are at the preclinical stage. In addition to these programs,
Liminal BioSciences continues to explore other development
opportunities to add to its pipeline.
Liminal BioSciences has active business operations in
Canada and the United Kingdom.
About Structured Alpha LP
Thomvest Asset Management Ltd. is the general partner of SALP.
Thomvest Asset Management Ltd. and its affiliates are a group of
investment companies that make investments on behalf of
Peter J. Thomson and his family.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian and U.S. securities laws. Some of the
forward-looking statements can be identified by the use of
forward-looking words. Statements that are not historical in
nature, including the words "anticipate," "expect," "suggest,"
"plan," "believe," "intend," "estimate," "target," "project,"
"should," "could," "would," "may," "will," "forecast" and other
similar expressions are intended to identify forward-looking
statements. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, including, but not limited to
statements related to Liminal BioSciences' business in general, the
ability to complete and the timing of completion of the Arrangement
and the other transactions contemplated by the arrangement
agreement between Liminal BioSciences and SALP, including the
parties' ability to satisfy the conditions to the consummation of
the Arrangement and the possibility of any termination of the
agreement.
These statements are "forward-looking" because they are based on
our current expectations about the markets we operate in and on
various estimates and assumptions. Actual events or results may
differ materially from those anticipated in these forward-looking
statements if known or unknown risks affect our business, or if our
estimates or assumptions turn out to be inaccurate. Among the
factors that could cause actual results to differ materially from
those described or projected herein include, but are not limited
to, risks associated with: uncertainties with respect to the timing
of the Arrangement; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the offer may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the Arrangement at all or
on acceptable terms or within expected timing; the risk that
stockholder litigation in connection with the Arrangement may
result in significant costs of defense, indemnification and
liability; the effects of disruption from the Arrangement on
Liminal BioSciences' business and the fact that the announcement
and pendency of the Arrangement may make it more difficult to
establish or maintain relationships with employees and business
partners; uncertainties associated generally with research and
development, clinical trials and related regulatory reviews and
approvals; Liminal BioSciences' ability to continue to comply with
Nasdaq Listing Rule 5450(a)(1) to remain listed on Nasdaq; Liminal
BioSciences' expected cash runway and Liminal BioSciences' ability
to actively seek and close on opportunities to monetize non-core
assets or commercial opportunities related to our assets; Liminal
BioSciences' reliance on third parties to conduct, supervise and
monitor existing clinical trials and potential future clinical
trials; developments from Liminal BioSciences' competitors and the
marketplace for Liminal BioSciences' product candidates; and
business, operations and clinical development timelines and plans
may be adversely affected by geopolitical events and macroeconomic
conditions, including rising inflation and interest rates and
uncertain credit and financial markets, and matters related
thereto; and other risks and uncertainties affecting Liminal
BioSciences, including in the Annual Report on Form 20-F for the
year ended December 31, 2022, as well
as other filings and reports Liminal BioSciences may make from time
to time. As a result, we cannot guarantee that any given
forward-looking statement will materialize. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements and estimates, which speak only as
of the date hereof. We assume no obligation to update any
forward-looking statement contained in this press release even if
new information becomes available, as a result of future events or
for any other reason, unless required by applicable securities laws
and regulations.
Participants in the Solicitation
Liminal BioSciences and its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies from Shareholders with respect to the Arrangement.
Shareholders may obtain information regarding the names,
affiliations and interests of such individuals in Liminal
BioSciences' Annual Report on Form 20-F for the year ended
December 31, 2022, and its management
information circular for its 2022 annual meeting of shareholders
held on June 5, 2023. Certain
directors, executive officers and employees of Liminal BioSciences
may have direct or indirect interest in the Arrangement due to
securities holdings, vesting of equity awards, and rights to
severance or retention payments. Additional information regarding
the interests of such individuals in the Arrangement will be
included in the Circular when it is available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to the Arrangement and
is not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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