MISSISSAUGA, ON, Oct. 12,
2023 /CNW/ - Cipher Pharmaceuticals Inc. (TSX:
CPH) ("Cipher" or the "Company"),
today announced the final results of its substantial issuer bid
(the "Offer"), which expired at 5:00
p.m. (Eastern Time) on October 11,
2023.
The Company expects to take up and pay for 1,290,321
common shares ("Shares") at a price of $4.65 per Share under the Offer, representing an
aggregate purchase price of $5,999,993 being 5.1% of the total outstanding
Shares before commencing the Offer. On conclusion and after
giving effect to the Offer, Cipher expects to have 24,021,256
Shares outstanding.
A total of 1,304,564 Shares were tendered pursuant to
auction tenders at or below the purchase price or purchase price
tenders. Since the Offer was oversubscribed, shareholders who made
auction tenders at or below the purchase price or purchase price
tenders will have approximately 98.9% of their tendered Shares
purchased by the Company (other than "odd lot" tenders, which are
not subject to proration). Any Shares not purchased under the
Offer, including Shares not purchased as a result of proration or
Shares tendered pursuant to auction tenders at prices higher than
the purchase price, will be returned to shareholders as soon as
practicable by Computershare Investor Services Inc., the depositary
for the Offer.
Payment for the Shares accepted for purchase under the
Offer will occur in accordance with the terms of the Offer and
applicable law.
The full details of the Offer are described in the offer
to purchase and issuer bid circular dated September 6, 2023, as well as the related letter
of transmittal and notice of guaranteed delivery, copies of which
were filed and are available under the Corporation's profile on
SEDAR+ at www.sedarplus.ca.
To assist shareholders in determining the tax consequences
of the Offer, Cipher estimates that for the purposes of the
Income Tax Act (Canada),
the paid-up capital per Share is approximately $0.72. Given that the purchase price of
$4.65 per Share exceeds the paid-up
capital per Share, shareholders who have sold Shares to Cipher
under the Offer will be deemed to have received a taxable dividend
as a result of such sale for Canadian federal income tax purposes
equal to the amount by which the purchase price per Share exceeds
the paid-up capital per Share. The dividend deemed to have been
paid by Cipher to Canadian resident persons is designated as an
"eligible dividend" for purposes of the Income Tax Act
(Canada) and any corresponding
provincial and territorial tax legislation.
The "specified amount" for purposes of subsection 191(4)
of the Income Tax Act (Canada) is
$4.28, being the closing trading
price for the Shares on the Toronto Stock Exchange on October 11, 2023. Shareholders should consult
with their own tax advisors with respect to the income tax
consequences of the disposition of their Shares under the
Offer.
This news release is for informational purposes only and
is not intended to and does not constitute an offer.
Research Capital Corporation acted as dealer manager for
the Offer and Computershare Investor Services Inc. acted as the
depositary for the Offer and any questions regarding the Offer may
be directed to
corporateactions@computershare.com.
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, timing for payment for the Shares accepted for purchase
under the Offer, estimated paid-up capital per Share. 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.
SOURCE Cipher Pharmaceuticals Inc.