MISSISSAUGA, ON, Nov. 15,
2023 /CNW/ - Cipher Pharmaceuticals Inc. (TSX: CPH)
("Cipher" or "the Company") announced today
that it has filed, and the Toronto Stock Exchange (the "TSX") has
accepted, notice of Cipher's intention to commence a normal course
issuer bid ("NCIB") for its common shares (the "Common
Shares").
The TSX notice provides that Cipher may, during the 12-month
period commencing November 20, 2023
and ending on November 19, 2024,
purchase for cancellation under the NCIB up to 1,337,195 of its
Common Shares, representing 10% of its public float of 13,371,956
Common Shares as of November 10, 2023
(a total of 24,022,338 Common Shares were issued and outstanding as
of such date). The price which Cipher will pay for any Common
Shares will be the market price at the time of acquisition.
Purchases under the NCIB will be made through the facilities of
the TSX and/or alternative Canadian trading systems.
Purchases under the NCIB made on the TSX will be made in
compliance with the rules of the TSX at a price equal to the market
price at the time of purchase or such other price as may be
permitted by the TSX. In accordance with TSX rules, any daily
repurchases (other than pursuant to a block purchase exception) on
the TSX under the NCIB are limited to a maximum of 4,317 Common
Shares, which represents 25% of the average daily trading volume on
the TSX of 17,271 for the six months ended October 31, 2023 (excluding any purchases made by
Cipher through the facilities of the TSX under its normal course
issuer bid during such six months).
Under Cipher's NCIB that commenced on September 22, 2022 and expired on September 21, 2023, Cipher previously sought and
received approval from the TSX to repurchase up to 1,403,293 of its
Common Shares. During that timeframe, Cipher repurchased and
cancelled 284,843 Common Shares at an average price of
approximately $3.61 per Common
Share.
In addition, on September 5, 2023,
the Company announced its intention to commence a substantial
issuer bid (the "Offer" or "SIB"). The SIB commenced on
September 6, 2023, pursuant to which
the Company offered to purchase for cancellation up to CDN$6,000,000 of its Common Shares. The Offer was
made by way of a 'modified Dutch auction', which allowed
shareholders who chose to participate in the Offer to individually
select the price, within a range of not less than CDN$3.95 per Common Share and not more than
CDN$4.75 per Common Share (in
increments of CDN$0.05 per Common
Share), at which they were willing to sell their Common
Shares. In connection with the Offer the Company took up and
paid for 1,290,321 Common Shares at a purchase price of
CDN$4.65 per Common Share. A
valuation was prepared by Evans & Evans Inc. ("Evans &
Evans") in connection with SIB. The valuation report,
included as Schedule A to the SIB circular, dated August 31, 2023, contained Evans & Evans'
opinion that, based on the scope of their review and subject to the
restrictions, definitions and assumptions noted therein, the fair
market value of the Common Shares at July
31, 2023 was in the range of $5.08 to $5.44.
Such circular can be viewed under Cipher's profile on
www.sedarplus.ca.
Cipher believes that, from time to time, the Common Shares trade
in price ranges that do not fully reflect their value. In
such circumstances, Cipher believes that acquiring Common Shares
for cancellation may represent an attractive and desirable use of
its available funds. Decisions regarding the amount and
timing of future purchases of Common Shares will be based on market
conditions, share price and other factors and will be in
management's discretion. Cipher may elect to modify, suspend
or discontinue the NCIB at any time. Repurchases under the
NCIB will be funded using Cipher's cash resources and all Common
Shares repurchased will be cancelled. Common Shares may be
purchased in accordance with management's discretion.
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 and
Non-IFRS Measures
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
objectives and goals and strategies to achieve those objectives and
goals, as well as 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.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, which
give rise to the possibility that predictions, forecasts,
projections and other forward-looking statements will not be
achieved. Certain material factors or assumptions are applied in
making forward-looking statements and actual results may differ
materially from those expressed or implied in such statements. We
caution readers not to place undue reliance on these statements as
a number of important factors, many of which are beyond our
control, could cause our actual results to differ materially from
the beliefs, plans, objectives, expectations, anticipations,
estimates and intentions expressed in such forward-looking
statements. These factors include, but are not limited to, the
extent and impact of health pandemic outbreaks on our business, our
ability to enter into development, manufacturing and marketing and
distribution agreements with other pharmaceutical companies and
keep such agreements in effect; our dependency on a limited number
of products; our dependency on protection from patents that will
expire; integration difficulties and other risks if we acquire or
in-license technologies or product candidates; reliance on third
parties for the marketing of certain products; product approval
process by regulators which can be highly unpredictable; the timing
of completion of clinical trials, regulatory submissions and
regulatory approvals; reliance on third parties to manufacture our
products and events outside of our control that could adversely
impact the ability of our manufacturing partners to supply products
to meet our demands; we may be subject to future product liability
claims; unexpected product safety or efficacy concerns may arise;
we generate license revenue from a limited number of distribution
and supply agreements; the pharmaceutical industry is highly
competitive with new competing product entrants; requirements for
additional capital to fund future operations; products in
Canada may be subject to pricing
regulation; dependence on key managerial personnel and external
collaborators; certain of our products are subject to regulation as
controlled substances; limitations on reimbursement in the
healthcare industry; the publication of negative results of
clinical trials; unpredictable development goals and projected time
frames; rising insurance costs; ability to enforce covenants not to
compete; we may be unsuccessful in evaluating material risks
involved in completed and future acquisitions; we may be unable to
identify, acquire or integrate acquisition targets successfully;
compliance with privacy and security regulation; our policies
regarding product returns, allowances and chargebacks may reduce
revenues; additional regulatory burden and controls over financial
reporting; general commercial litigation, class actions, other
litigation claims and regulatory actions; the difficulty for
shareholders to realize in the United
States upon judgments of U.S. courts predicated upon civil
liability of the Company and its directors and officers who are not
residents of the United States;
the potential violation of intellectual property rights of third
parties; our efforts to obtain, protect or enforce our patents and
other intellectual property rights related to our products; changes
in U.S., Canadian or foreign patent laws; inability to protect our
trademarks from infringement; shareholders may be further diluted
if we issue securities to raise capital; volatility of our share
price; the fact that we have a significant shareholder; and our
operating results may fluctuate significantly. 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 this MD&A and the 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.