BELLUS Health Inc. Announces Voting Results from Special Meeting of Shareholders
June 16 2023 - 12:50PM
Business Wire
BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU.TO) (“BELLUS”
or the “Company”) today announced the positive outcome of
the BELLUS shareholders (“Shareholders”) vote at this
morning’s special meeting of the Shareholders (the “Special
Meeting”) held in-person, approving the previously-announced
statutory plan of arrangement under section 192 of the Canada
Business Corporations Act (the “Arrangement”) pursuant to
which 14934792 Canada Inc. (the “Purchaser”), a corporation
existing under the laws of Canada and a wholly-owned subsidiary of
GSK plc (NYSE: GSK; LSE: GSK) (“GSK”), will acquire, for a
purchase price of US$14.75 in cash per share, all of the issued and
outstanding common shares of BELLUS (the “Shares”).
89,309,640 votes, or 99.99% of the votes cast at the Special
Meeting by Shareholders present or represented by proxy were cast
in favour of the special resolution approving the Arrangement (the
“Arrangement Resolution”) (82,218,148 votes, or 99.99% of
the votes cast in favour of the Arrangement Resolution, excluding
Shares required to be excluded pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions). The Arrangement Resolution was required to be passed
by (i) at least two-thirds of the votes cast at the Special Meeting
by the Shareholders present or represented by proxy and entitled to
vote at the Special Meeting; and (ii) a simple majority of the
votes cast at the Special Meeting by the Shareholders present or
represented by proxy and entitled to vote at the Special Meeting,
excluding for this purpose any person required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions. Details of the voting
results will be filed under the Company’s profile on the SEC
website at www.sec.gov and on SEDAR at www.sedar.com.
BELLUS will present its application for a final order to the
Superior Court of Québec (the “Court”) on June 22, 2023.
Subject to the Court’s approval, all closing conditions have
currently been met, other than customary closing conditions, and
closing is currently expected to occur on or about the end of the
second quarter of 2023.
About BELLUS
BELLUS is a clinical-stage biopharmaceutical company working to
better the lives of patients suffering from persistent cough,
starting with the development of camlipixant (BLU-5937) for the
treatment of refractory chronic cough (“RCC”). Camlipixant,
the Company’s lead asset, is an investigational P2X3 receptor
antagonist for the treatment of RCC, which is currently being
evaluated in the CALM Phase 3 clinical program. With no approved
treatments in the U.S., camlipixant has the potential to be a
breakthrough in the RCC treatment landscape. For additional
information, please visit www.bellushealth.com.
About GSK
GSK is a global biopharmaceutical company focused on innovation
in vaccines and specialty medicines. Find out more at
www.gsk.com.
About the Purchaser
The Purchaser is a corporation existing under the laws of Canada
and is a wholly-owned subsidiary of GSK. The Purchaser has no
subsidiaries and was incorporated solely for the purpose of
entering into the Arrangement agreement and completing the
Arrangement. The Purchaser has not carried on any activities to
date other than activities in connection with the Arrangement.
Caution Regarding Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to the timing of the closing of the Arrangement, and other
statements that are not material facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking terminology such as “may”, “will”, “expect”,
“believe”, “estimate”, “plan”, “could”, “should”, “would”,
“outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the
negative of these terms or variations of them or similar
terminology.
Although the Company believes that the forward-looking
statements in this press release are based on information and
assumptions that are reasonable, these forward-looking statements
are by their nature subject to a number of factors that could cause
actual results to differ materially from management’s expectations
and plans as set forth in such forward-looking statements,
including, without limitation, the following factors, many of which
are beyond the Company’s control and the effects of which can be
difficult to predict: (a) the possibility that the Arrangement will
not be completed on the terms and conditions, or on the timing,
currently contemplated, and that it may not be completed at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required Court approval and other conditions of closing
necessary to complete the Arrangement or for other reasons; (b)
risks related to tax matters; (c) the possibility of adverse
reactions or changes in business or drug regulatory relationships
resulting from the announcement or completion of the Arrangement;
(d) risks relating to the Company’s ability to retain and attract
key personnel during the interim period; (e) the possibility of
litigation relating to the Arrangement, (f) credit, market,
currency, operational, liquidity and funding risks generally and
relating specifically to the Arrangement, including changes in
economic conditions, interest rates, tax legislation or drug
regulatory requirements; (g) the potential of a third party making
a superior proposal to the Arrangement; (h) risks related to
diverting management’s attention from the Company’s ongoing
business operations; and (i) other risks inherent to the business
carried out by the Company and factors beyond its control which
could have a material adverse effect on the Company or its ability
to complete the Arrangement.
The Company cautions investors not to rely on the
forward-looking statements contained in this press release when
making an investment decision in their securities. Investors are
encouraged to read the Company’s filings available on the SEC
website at www.sec.gov and on the SEDAR website at www.sedar.com,
for a discussion of these and other risks and uncertainties. The
forward-looking statements in this press release speak only as of
the date of this press release and BELLUS undertakes no obligation
to update or revise any of these statements, whether as a result of
new information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230616279687/en/
Ramzi Benamar Chief Financial Officer
rbenamar@bellushealth.com
BELLUS Health (NASDAQ:BLU)
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