TSX Exchange Symbol: RVX
CALGARY, May 1, 2013 /CNW/ - Resverlogix Corp. (TSX:RVX) ("Resverlogix")
today announced that its Board of Directors has unanimously approved
the previously announced Plan of Arrangement ("the Arrangement") to
spin-out its subsidiary RVX Therapeutics Inc. ("RVX Therapeutics").
Resverlogix has entered into an Arrangement Agreement with RVX
Therapeutics and 1741273 Alberta Ltd., a newly-incorporated company
("Spinco"), which provides for, among other things, the acquisition of
RVX Therapeutics by Spinco. Upon completion of the Arrangement,
Resverlogix shareholders will own one common share of Resverlogix and
will receive one common share of Spinco for each Resverlogix common
share held immediately prior to the Arrangement becoming effective.
The Arrangement is subject to customary conditions for a transaction of
this nature, which include court and regulatory approvals, including
TSX acceptance of the Arrangement and the approval of at least 66.67%
of the votes cast by the Resverlogix shareholders present in-person or
by proxy at the special meeting of the shareholders of Resverlogix
("the Meeting"). The Meeting will commence at 11 a.m. MDT, May 28,
2013, at the Hyatt Regency Calgary hotel, Imperial Ballroom (1/2/3) at
700 Center Street SE in Calgary, Alberta.
A management information circular containing a complete description of
the Arrangement has been sent to these shareholders in connection with
the special meeting to approve the Arrangement. The information
circular has also been filed on SEDAR.
Resverlogix shareholders of record on April 25, 2013 will be entitled to
vote at the Meeting. Subject to all necessary approvals being obtained,
it is anticipated that the Arrangement will become effective on or
about June 3, 2013. The Toronto Stock Exchange has determined that the
Due Bill trading procedure will be used in connection with the
distribution of the common shares of Spinco to Resverlogix shareholders
pursuant to the Arrangement. Please refer to the information circular
for further information. Resverlogix anticipates issuing a press
release setting forth the relevant dates for the Due Bill trading
procedure.
Pursuant to the Arrangement, Spinco will also be issued royalty
preferred shares in the capital of Resverlogix which will provide
Spinco with a dividend equal to 6 to 12% of "Net Apo Revenue" as
described in the information circular.
As part of the Arrangement, Resverlogix will transfer to Spinco all of
the indebtedness of RVX Therapeutics owing to Resverlogix. Resverlogix
will also transfer between $5 and $10 million of cash to provide for
the initial capitalization of Spinco.
Spinco shares will not be listed on any stock exchange. The Spinco Board
will give due consideration in the future as to whether it is in the
best interests of shareholders of Spinco that the shares become
publicly traded.
There can be no assurances or guarantees that the spin-out will be
completed.
About Resverlogix
Resverlogix Corp. (TSX: RVX) is a clinical stage cardiovascular company
with an epigenetic platform technology that modulates protein
production. Resverlogix is developing RVX-208, a first-in-class small
molecule for the treatment of atherosclerosis. RVX-208 is the first BET
bromodomain inhibitor in clinical trials. New compounds arising from
Resverlogix's epigenetic drug discovery platform function by inhibiting
BET bromodomains and have the potential to impact multiple diseases
including autoimmune diseases, cancer and neurodegenerative diseases
and diabetes mellitus. Resverlogix's common shares trade on the Toronto
Stock Exchange (TSX: RVX). For further information please visit www.resverlogix.com. We can be followed on our blog at http://www.resverlogix.com/blog
This news release may contain certain forward-looking information as
defined under applicable Canadian securities legislation, that are not
based on historical fact, including without limitation statements
containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expects", "continue", "estimate", "forecasts" and
other similar expressions. In particular, this news release includes
forward looking information relating to the completion of the
Arrangement and the funds to be transferred from Resverlogix to Spinco.
Our actual results, events or developments could be materially
different from those expressed or implied by these forward-looking
statements. We can give no assurance that any of the events or
expectations will occur or be realized. By their nature,
forward-looking statements are subject to numerous assumptions and risk
factors including but not limited to those assumptions and risk factors
discussed in our Annual Information Form and most recent MD&A which are
incorporated herein by reference and other documents we file from time
to time with securities regulatory authorities, which are available
through SEDAR at www.sedar.com The forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and are made as of the
date hereof. We disclaim any intention and have no obligation or
responsibility, except as required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
For further information, please contact:
Company Contacts:
Donald J. McCaffrey
President & CEO
Resverlogix Corp.
Phone: 403-254-9252
Email: don@resverlogix.com
Sarah Zapotichny
Director of Investor Relations
Resverlogix Corp.
Phone: 403-254-9252
Email: sarah@resverlogix.com
SOURCE: Resverlogix Corp.
