Novoheart Holdings Inc. (“
Novoheart” or the
“
Company”) (TSXV: NVH) announces that it has
entered into a definitive arrangement agreement (the
“
Arrangement Agreement”) with Novomed Limited (the
“
Purchaser”), a company controlled by Prof. Ronald
Li, CEO and a director of the Company, pursuant to which the
Purchaser will acquire all of the issued and outstanding common
shares of Novoheart (“
Novoheart Shares”), other
than those Novoheart Shares currently owned by certain shareholders
who have entered into rollover, voting and support agreements (the
“
Rollover Agreements”) with the Purchaser (the
“
Rollover Shareholders”), for cash consideration
of C$0.53 per Novoheart Share (the “
Transaction”)
by way of a statutory plan of arrangement under the Business
Corporations Act (British Columbia) (the
“
Arrangement”). The cash consideration price
represents a 47.2% premium to the closing price of the Novoheart
Shares on the TSX Venture Exchange (“
TSXV”) on
September 15, 2020.
As contemplated in the Arrangement Agreement,
prior to the completion of the Arrangement, Prof. Ronald Li and the
Rollover Shareholders have agreed to transfer certain Novoheart
Shares they own to the Purchaser in exchange for shares of the
Purchaser, pursuant to the Rollover Agreements entered into with
the Purchaser. Prof. Ronald Li currently owns or controls a total
of 77,177,600 Novoheart Shares, representing in aggregate
approximately 40.91% of the currently issued and outstanding
Novoheart Shares. The Rollover Shareholders (including the
77,177,600 Novoheart Shares owned or controlled by Prof. Ronald
Li), as group, own or control a total of 164,868,038 Novoheart
Shares, representing in aggregate approximately 87.40% of the
currently issued and outstanding Novoheart Shares.
The board of directors of Novoheart (the
“Board”) formed a committee of independent
directors (the “Special Committee”) to, among
other things, review and evaluate the terms of the proposed
Transaction and consider potential alternatives to enhance
shareholder value, and to make a recommendation to the Board in
respect of the Transaction and other related matters. KPMG LLP, the
financial advisor to the Special Committee, has provided an oral
fairness opinion (to be supplemented by a written report) (the
“Fairness Opinion”) that in its opinion, and based
upon and subject to certain assumptions and limitations, the
consideration to be received by holders of Novoheart Shares (other
than the Rollover Shareholders with respect to the Novoheart
Shares) (the “Shareholders”) pursuant to the
Transaction is fair, from a financial point of view, to such
Shareholders.
Following a review and analysis of the
Transaction and the consideration of other alternatives, the
Fairness Opinion and the recommendations of the Special Committee,
the Board, after consulting with its financial and legal advisors,
unanimously determined that the consideration to be received by the
Shareholders pursuant to the Transaction is fair to such
Shareholders and that the Transaction is in the best interests of
Novoheart. The Board has approved the terms of the Transaction and
unanimously recommends that all Shareholders vote in favour of the
Transaction at the special Shareholders’ meeting to be called to
consider the Transaction (the “Special
Meeting”).
In connection with the Arrangement Agreement,
the Rollover Shareholders (which includes certain directors and
officers of the Company), who in the aggregate own 164,868,038
Novoheart Shares representing 87.40% of the issued and outstanding
Novoheart Shares, based on 188,640,774 Novoheart Shares
outstanding, have entered into customary voting agreements to vote
in favour of the Arrangement through their Rollover Agreements.
The Arrangement and
Approvals
Pursuant to the Arrangement, each Shareholder
will receive cash consideration of $0.53 (the
“Consideration”) for each Novoheart Share held.
All currently outstanding stock options to purchase Novoheart
Shares (“Options”) will be deemed to be
unconditionally vested and exercisable and be deemed to be
assigned, transferred and disposed of to the Company in exchange
for a cash payment from the Company equal to the amount (if any) by
which the Consideration exceeds the exercise price per Novoheart
Share issuable pursuant to the Options. The Options shall
subsequently be immediately cancelled pursuant to the
Arrangement.
The Transaction contains customary deal
protection provisions which, among other matters, restrict
Novoheart from soliciting, assisting, initiating, knowingly
encouraging or facilitating any inquiry, proposal, or offer
concerning alternative acquisition proposals. However, the
Transaction permits Novoheart to respond to unsolicited written
acquisition proposals under certain circumstances which include
where such acquisition proposal constitutes or could reasonably
constitute or lead to a “superior proposal” (as defined in the
Arrangement Agreement). The Purchaser has the right to match any
competing proposal for Novoheart in the event a superior proposal
is made. No termination fee is payable by Novoheart should the
Purchaser elect not to match such competing proposal and Novoheart
elect to pursue such proposal
The Transaction is subject to customary
approvals, including, but not limited to, the approval of at least
66⅔% of the votes cast in person or by proxy at the Special
Meeting, and the approval of a “majority of the minority” of the
Shareholders being a majority of the votes cast in person or by
proxy at the Special Meeting excluding shareholders whose votes may
not be included in determining if minority approval is obtained
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Special Meeting is expected to be held on or
before November 20, 2020.
Closing of the Transaction is also subject to
the satisfaction of a number of conditions customary for
transactions of this nature, including the receipt of certain
regulatory, court and stock exchange approvals.
Further information regarding the Arrangement
will be contained in the information circular that Novoheart will
prepare, file and send to each Shareholder in connection with the
Special Meeting.
Following closing of the Transaction, the
Company will apply to have the Novoheart Shares de-listed from the
TSXV.
A copy of the Arrangement Agreement will be
filed on Novoheart’s SEDAR profile and will be available for
viewing at www.sedar.com.
Advisors
Blake, Cassels & Graydon LLP is acting as
legal counsel to Novoheart. Farris LLP is acting as legal counsel
to the Special Committee. Borden Ladner Gervais LLP is acting as
legal counsel to the Purchaser.
About Novoheart Holdings Inc.
Novoheart is a global stem cell biotechnology
company that pioneers an array of next-generation human heart
tissue prototypes. It is the first company in the world to have
engineered miniature living human heart pumps that can
revolutionize drug discovery, helping to save time and money for
developing new therapeutics. Also known as 'human heart-in-a-jar',
Novoheart’s bio-artificial human heart constructs are created using
state-of-the-art and proprietary stem cell and bioengineering
approaches and are utilized by drug developers for accurate
preclinical testing as to the effectiveness and safety of new
drugs, maximizing the successes in drug discovery while minimizing
costs and harm caused to patients. With the acquisition of Xellera
Therapeutics Limited for manufacturing Good Manufacturing Product
(GMP)-grade clinical materials, Novoheart is now developing gene-
and cell-based therapies as well as other next-generation
therapeutics for cardiac repair or regeneration.
Common shares of Novoheart are traded on the
TSXV under the symbol “NVH”.
Additional Information and Where to Find
It
In connection with the Transaction, Novoheart
will file a proxy statement and information circular with the
securities commissions in Canada. Shareholders are advised to read
the proxy statement and information circular when they are
available because they will contain important information.
Shareholders will be able to obtain free copies of the proxy
statement and information circular when available and other
relevant documents from SEDAR at www.sedar.com, or from the
Company’s website at www.novoheart.com.
For further information, please contact:
Novoheart Holdings Inc.: Novoheart Holdings
Inc. Suite 2600, 595 Burrard Street Vancouver, British Columbia V7X
1L3
Ronald Li Chief Executive Officer
(604) 398-3170 info@novoheart.com
Forward-Looking Statements
Information set forth in this news release may
involve forward-looking statements under applicable securities
laws. Forward-looking statements are statements that relate to
future, not past, events. In this context, forward-looking
statements often address expected future business and financial
performance, and often contain words such as "anticipate",
"believe", "plan", "estimate", "expect", and "intend", statements
that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. Examples of
forward-looking statements in this press release include statements
regarding the Transaction, the ability of the Company to consummate
the Arrangement on the terms of the Arrangement Agreement,
de-listing from the TSXV, the anticipated timing for holding the
Special Meeting and the receipt of necessary approvals including
court, shareholder, stock exchange, regulatory and other third
party approvals. These statements are only predictions based on the
Company’s current expectations and projections about future events.
Although the Company believes the expectations reflected in such
forward-looking statements, and the assumptions upon which such
forward-looking statements are made, are reasonable, there can be
no assurance that such expectations will prove to be correct. Such
assumptions include assumptions as to the time required to prepare
and mail shareholder meeting materials, including the management
proxy circular of the Company, the ability of the parties to
receive, in a timely manner, the necessary shareholder, court,
stock exchange and regulatory approvals and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Transaction. Although we believe the expectations
reflected in such forward-looking statements, and the assumptions
upon which such forward-looking statements are made, are
reasonable, there can be no assurance that such expectations will
prove to be correct and if such expectations are not met, our
business may suffer.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
risk that the conditions to completion of the Arrangement will not
be satisfied, including approval by Shareholders, court approval,
an event, change or other circumstance that could give rise to the
termination of the Arrangement Agreement will occur, the retention
of employees and other personnel will be adversely affected by
uncertainty surrounding the Arrangement and the risks identified in
the Company’s annual information form for the year ended December
31, 2019 or other reports and filings with the TSXV and applicable
Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date
that statements are made and the respective companies undertake no
obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change, except
as required by applicable securities laws. Investors are cautioned
against attributing undue certainty to forward-looking
statements.
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