Telesta agrees to 14-cent-a-share takeover offer
2016-08-24 06:28 ET - News Release
Mr. James Rae reports
TELESTA THERAPEUTICS ANNOUNCES EXECUTION OF A BINDING PURCHASE AGREEMENT FROM PROMETIC LIFE SCIENCES INC.
Telesta Therapeutics Inc. has executed a binding agreement, subject to shareholder approval, to be acquired by ProMetic Life Sciences Inc. for consideration of 14 cents/Telesta share, payable in freely tradable shares of ProMetic Life Sciences. The actual number of ProMetic shares payable per Telesta common share, will be calculated based on the 5-day volume-weighted average price of ProMetic shares, for the 5 days immediately preceding the date on which the Court ordered plan of arrangement becomes effective if shareholders vote to approve this transaction.
Commenting on this announcement, Mr. James Rae, Chairman of the Board of Directors of Telesta Therapeutics stated: "Following a very comprehensive review of multiple strategic options, Telesta's Board of Directors has unanimously endorsed the recommendation of the Special Committee of the Board of Directors to recommend to shareholders the acceptance of this purchase offer from ProMetic Life Sciences. This offer represents a significant premium to Telesta's share price since February, 2016. ProMetic Life Sciences is uniquely positioned to leverage Telesta's financial, manufacturing and human resources, while delivering to Telesta shareholders, through this payment in ProMetic shares, significant potential future upside as they bring their large therapeutic pipeline to commercial deployment."
Telesta and ProMetic will be collaborating in the weeks to come to prepare an information circular for distribution to Telesta's shareholders. This circular will provide a detailed description of the transaction and a copy of the financial fairness opinion prepared by the financial advisors to the Special Committee of Telesta's Board of Directors, which indicated that the proposed transaction is fair from a financial point of view. The circular will confirm the time and place of the special shareholders meeting which is expected to be held prior to the end of October.
Dr. Michael Berendt continued: "We have conducted significant due diligence on a large number of strategic opportunities over the last 6 months and are convinced that the offer from ProMetic Life Sciences represents a balanced, low-risk, high reward opportunity for Telesta's shareholders. ProMetic's business model combines recurrent and growing revenue from their world-class filtering technology, potential block buster upside from their small molecule fibrosis program, and multiple plasma therapeutic proteins targeting orphan diseases. The premium offered to Telesta's shareholders by ProMetic is based on their ability to leverage multiple Telesta asset classes compared to other expressions of interest received, that were largely based on the third party's interest in our net cash balances. I would also note that ProMetic will be undertaking a comprehensive internal review of the MCNA1 platform. We are convinced that this offer is in the best interests of all Telesta stakeholders and look forward to speaking with and interacting with shareholders between now and the special shareholders meeting."
We seek Safe Harbor.