Novelion Therapeutics Inc. (NASDAQ: NVLN) (“Novelion” or the
“Company”), announced that, further to its press release dated
August 30, 2019, the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”) entered an
order on September 10, 2019 confirming Aegerion’s First Amended
Joint Chapter 11 Plan (the “Plan”), as modified to reflect certain
resolutions agreed to among various parties.
On May 20, 2019, as previously disclosed, Aegerion
Pharmaceuticals, Inc. and Aegerion Pharmaceuticals Holdings, Inc.
(together, “Aegerion”), each a subsidiary of the Company, filed
voluntary petitions under chapter 11 of Title 11 of the United
States Code in the Bankruptcy Court. As a result of confirmation of
the Plan, the Bankruptcy Court has authorized Aegerion to
consummate the transactions contemplated by the Plan, including the
acquisition by Amryt Pharma Plc (the “Plan Investor”) of 100
percent of the outstanding equity interests of the reorganized
Aegerion Pharmaceuticals, Inc. A meeting of the Plan
Investor’s shareholders to consider approval of the acquisition is
currently scheduled for September 19, 2019. If the Plan
Investor’s shareholders approve the acquisition, the Plan Investor
expects the closing of the acquisition to take place on or about
September 24, 2019.
Nasdaq Delisting Update
On September 9, 2019, the Company received a notice
from the Nasdaq Hearings Panel extending the automatic 15-calendar
day stay of the delisting of the Company’s common stock from The
Nasdaq Stock Market, pending the hearing scheduled for October 3,
2019 regarding the Company’s listing status and a final
determination thereof.
Annual General Meeting
The Board of Directors of the Company has scheduled
the Company’s 2019 annual general meeting of shareholders for
November 5, 2019 (the “Annual Meeting”) and fixed September 13,
2019 as the date of record for the determination of shareholders
entitled to receive notice of, and to vote at, the Annual
Meeting.
The Company currently expects that, in addition to
addressing routine matters of annual business at the Annual
Meeting, and subject to the Aegerion closing and the completion of
ongoing analysis and final approval by the Company’s Board of
Directors, the Company will seek shareholder approval of a proposed
liquidation plan for and dissolution of the Company pursuant to the
Business Corporations Act (British Columbia), including the
distribution to shareholders of any remaining property of the
Company. The Company anticipates filing a preliminary proxy
statement for the Annual Meeting in the near term, and thereafter
mailing a definitive proxy statement in connection with the Annual
Meeting.
Cautionary Information Regarding Trading in
the Company’s Securities
The Company continues to caution that trading in
the Company’s securities is highly speculative and poses
substantial risks. Trading prices for the Company’s securities may
bear little or no relationship to the actual value realized, if
any, by holders of the Company’s securities. Accordingly, the
Company urges extreme caution with respect to existing and future
investments in its securities.
Forward-Looking Statements
Certain statements in this press 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 anticipated consummation of the transactions contemplated
by the Plan, the receipt of the approval of the shareholders of the
Plan Investor in respect of the acquisition, the anticipated
closing date of the acquisition and transactions contemplated by
the Plan, the proposed date and convening of the Annual Meeting,
the expected matters of business to be put forth at the Annual
Meeting, including any liquidation plan in respect of the Company,
any anticipated distributions to shareholders of any remaining
property of the Company as a result of the outcome of the matters
put forth for consideration at the Annual Meeting, the timing of
finalization and mailing of the Company’s proxy statement related
to the Annual Meeting and the anticipated contents of same, and the
timing and potential outcome of the hearing related to the
delisting of the Company’s common stock from The Nasdaq Stock
Market, 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.
Such risks and uncertainties include, among others,
whether the shareholders of the Plan Investor will approve the
acquisition, the Plan Investor’s and Aegerion’s ability to
consummate the transactions contemplated by the Plan, including the
acquisition, within the timeframe anticipated or at all, the state
of Novelion’s operations and remaining assets following the
acquisition, Novelion’s ability to successfully hold, and the
outcome of, the Annual Meeting, 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 the Company’s securities from The
Nasdaq Stock Market and the success of any appeal and ongoing stay
associated therewith, the possibility that there will be no market
for trading the Company’s securities or that trading will be
suspended, as well as those risks identified in Novelion’s filings
with the SEC, including under the heading “Risk Factors” in
Novelion’s Annual Report on Form 10-K for the year ended December
31, 2018, filed on March 15, 2019, as amended, and subsequent
filings with the SEC, including its Current Report on Form 8-K
filed on May 21, 2019 (which, in addition to identifying important
risks, includes important information about the bankruptcy
proceedings and related matters), all of which are available on the
SEC’s website at www.sec.gov.
Novelion cautions you not to place undue reliance on any
forward-looking statements, which speak only as of the date they
are made. Except as required by law, Novelion undertakes no
obligation to update or revise the information contained in this
press release, whether as a result of new information, future
events or circumstances or otherwise.
Investors and others should note that Novelion communicates with
its investors and the public using the Novelion website
www.novelion.com, including, but not limited to, company
disclosures, investor presentations and FAQs, SEC filings, press
releases, public conference call transcripts and webcast
transcripts. The information that Novelion posts on this website
could be deemed to be material information. As a result, Novelion
encourages investors, the media and others interested to review the
information that Novelion posts there on a regular basis. The
contents of Novelion’s website shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended.
CONTACT:
Michael Price, Executive Vice President and Chief Financial
OfficerNovelion Therapeutics
Inc.857-242-5024investors@novelion.com
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