RE:RE:Material Change Report Posted on Sedar I would like to see the full exchange on the fairness opinion. Both terms of reference and the report. Is that available anywhere?
It appears that Echelon only had scope for “certain aspects”, and it would seem that “price” is fair. No comment on the overall structure of the offer or the limit of the rights. Seems to me fairness should include some assessment of existing shareholder prospects, which are limited and less certain with a cap.
I suspect the big pharma deal is already reasonably definitive, so SALP know the buyout price and they know what number of shares they need to make what level of profit, hence the $75m cap. More subscription by shareholders hurts their profit.
The Special Committee retained Echelon to provide an independent opinion to the Special Committee with respect to the fairness, from a financial point of view, of certain aspects of the Refinancing Transactions to shareholders of Prometic other than SALP. On April 14, 2019, Echelon provided the Special Committee with their opinion that: (i) the Transaction Price in respect of the Private Placement and (ii) the conversion price in respect of the Debt Conversion, are fair, from a financial point of view, to the shareholders of Prometic other than SALP (the “Fairness Opinion”).