MISSISSAUGA, ON, Sept. 5,
2023 /CNW/ - Cipher Pharmaceuticals Inc. (TSX:
CPH) ("Cipher" or "the Company"), is announcing
its intention to commence a substantial issuer bid (the
"Offer" or "SIB") pursuant to which the Company will
offer to purchase for cancellation up to $6,000,000 of its outstanding common shares (the
"Common Shares"). The Offer commences on September 6, 2023 and will expire on October 11, 2023, unless extended, varied or
withdrawn.
The Offer is being made by way of a "modified Dutch auction",
which will allow shareholders who choose to participate in the
Offer to individually select the price, within a range of not less
than $3.95 per Common Share and not
more than $4.75 per Common Share (in
increments of $0.05 per Common
Share), at which they are willing to sell their Common Shares. Upon
expiry of the Offer, the Company will determine the lowest purchase
price (which will not be more than $4.75 per Common Share and not less than
$3.95 per Common Share) (the
"Purchase Price") that will allow it to purchase the maximum
number of Common Shares tendered to the Offer, and not withdrawn,
having an aggregate purchase price not exceeding $6,000,000.
The Board of Directors of Cipher (the "Board") believes
that the SIB is in the best interests of our Shareholders and the
Company given, among other things, its significant level of
interest generating cash on hand, and future access to financing
with a $35 million revolving credit facility, both
expected to drive the Company's future growth plans. Considering
the Company's broad product pipeline and the present day market
opportunities for acquisitions, the Board and the Company's
management believe the current market price of the Common Shares
does not currently reflect the fundamental value of the Company.
The Company intends to fund the SIB with a portion of its reported
cash on hand of US$36.3 million as of
June 30, 2023.
The price range offered for the Common Shares pursuant to the
SIB represents a -0.50% to 19.65% premium to the closing price of
the Common Shares on the Toronto Stock Exchange ("TSX") on
September 1, 2023. During the six
months ended September 1, 2023, the
closing prices of the Common Shares on the TSX have ranged from a
low of $3.21 to a high of
$4.10. The closing price of the
Common Shares on the TSX on September 1,
2023 (the last full trading day before the Company announced
its intention to make the Offer) was $3.97.
Shareholders who wish to participate in the Offer will be able
to do so through (i) auction tenders in which they specify the
number of Common Shares being tendered at a specific price per
Common Share, or (ii) purchase price tenders in which they agree to
have a specified number of Common Shares purchased at the purchase
price to be determined pursuant to the auction and have their
Common Shares considered as having been tendered at the minimum
price of $3.95 for the purposes of
determining the purchase price. Shareholders who validly deposit
Common Shares without specifying the method in which they are
tendering their Common Shares will be deemed to have made a
purchase price tender.
If the Offer would result in an aggregate purchase price of more
than $6,000,000, the Company will
purchase a pro-rated portion of the Common Shares so tendered
pursuant to auction tenders at or below the Purchase Price and
purchase price tenders (after giving preferential treatment to "odd
lot" holders).
The Offer is optional for all shareholders, who are free to
choose whether to participate, how many Common Shares to tender
and, in the case of auction tenders, at what price to tender within
the specified range. Any shareholders who do not deposit their
Common Shares (or whose Common Shares are not repurchased under the
Offer) will realize a proportionate increase in their equity
interest in the Company, to the extent that Common Shares are
purchased under the Offer.
The Offer will not be conditional upon any minimum number of
Common Shares being tendered. The Offer will, however, be subject
to other conditions and the Company reserves the right, subject to
applicable laws, to withdraw or amend the Offer, if, at any time
prior to the payment of deposited Common Shares, certain events
occur.
The formal offer to purchase and issuer bid circular, letter of
transmittal and notice of guaranteed delivery (collectively, the
"Offer Documents") containing the terms and conditions of
the Offer and instructions for tendering Common Shares which are
expected to be mailed to registered shareholders, filed with
applicable Canadian Securities Administrators and made available
free of charge on or about September 6,
2023 on SEDAR+ at www.sedarplus.ca.
The Company has engaged Research Capital Corporation as dealer
manager for the SIB and Computershare Investor Services Inc. to act
as depositary for the SIB. Shareholders who have questions
regarding the Offer or require any assistance tendering Common
Shares may contact Computershare Investor Services by e-mail at
corporateactions@computershare.com.
None of the Company, Board, the dealer manager or the depositary
makes any recommendation to shareholders as to whether to tender or
refrain from tendering any or all of their Common Shares to the
Offer. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Common Shares. The
solicitation and the offer to purchase Common Shares by the Company
is being made only pursuant to the Offer Documents. Shareholders of
the Company are urged to read the Offer Documents carefully and to
consult with their own financial, tax and legal advisors prior to
making any decision with respect to the Offer.
About Cipher Pharmaceuticals
Inc.
Cipher Pharmaceuticals (TSX: CPH) is a specialty pharmaceutical
company with a robust and diversified portfolio of commercial and
early to late-stage products. Cipher acquires products that fulfill
unmet medical needs, manages the required clinical development and
regulatory approval process, and currently markets those products
either directly in Canada or indirectly through partners
in Canada, the U.S., and South America. For more
information, visit www.cipherpharma.com.
Forward Looking
Statements
This document includes forward-looking statements within the
meaning of applicable securities laws. These forward-looking
statements include, among others, statements with respect to our
beliefs, plans, expectations, anticipations, estimates and
intentions. The words "may", "will", "could", "should", "would",
"suspect", "outlook", "believe", "plan", "anticipate", "estimate",
"expect", "intend", "forecast", "objective", "hope" and "continue"
(or the negative thereof), and words and expressions of similar
import, are intended to identify forward-looking statements. These
statements include, without limitation, statements regarding the
Company's intentions and expectations with respect to the Offer,
the terms and conditions of the Offer, including the aggregate
number of Shares to be purchased for cancellation under the Offer
and the expected expiration date of the Offer, and purchases
thereunder and the effects of purchases under the Offer. Purchases
made under the Offer are not guaranteed and may be suspended at the
discretion of the Board of Directors. The Company believes the
expectations reflected in the forward-looking statements in this
press release are reasonable but no assurance can be given that
these expectations will prove to be correct and such forward-
looking statements should not be unduly relied upon.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties that may cause
the results or events mentioned in this press release to differ
materially from those that are discussed in or implied by such
forward-looking information. These risks and uncertainties include,
but are not limited to, general, local economic, and business
conditions. All forward-looking information in this press release
speaks as of the date hereof. The Company does not undertake to
update any such forward-looking information whether as a result of
new information, future events or otherwise. Additional information
about these assumptions and risks and uncertainties is disclosed in
filings with securities regulators filed on SEDAR+
(www.sedarplus.ca).
We caution that the foregoing list of important factors that
may affect future results is not exhaustive. When reviewing our
forward-looking statements, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Additional information about factors that may
cause actual results to differ materially from expectations, and
about material factors or assumptions applied in making
forward-looking statements, may be found in the "Risk Factors"
section of the Company's Annual Information Form for the year
ended December 31, 2022, and elsewhere in our filings with
Canadian securities regulators. Except as required by Canadian
securities law, we do not undertake to update any forward-looking
statements, whether written or oral, that may be made from time to
time by us or on our behalf; such statements speak only as of the
date made. The forward-looking statements included herein are
expressly qualified in their entirety by this cautionary
language.
SOURCE Cipher Pharmaceuticals Inc.