HLS Expected to Begin Trading on the TSXV on
March 14, 2018
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TORONTO, March 12, 2018 /CNW/ - HLS Therapeutics Inc.
("HLS") today announced the completion of the amalgamation
of former HLS Therapeutics Inc. and Automodular Corporation
("AMD") to form an amalgamated Ontario corporation to be known as "HLS
Therapeutics Inc." pursuant to a plan of arrangement (the
"Arrangement") under section 182 of the Business
Corporations Act (Ontario).
The Arrangement constitutes a Reverse Takeover of AMD pursuant to
Policy 5.2 of the TSX Venture Exchange (the "TSXV").
Pursuant to the Arrangement, each outstanding former HLS common
share was exchanged for one HLS common share ("HLS Common
Share") and each outstanding AMD common share was exchanged for
0.165834 HLS Common Shares and one HLS preferred share ("HLS
Preferred Share"); former shareholders of AMD received an
aggregate of 2,151,949 HLS Common Shares and 12,976,527 HLS
Preferred Shares and former shareholders of HLS received an
aggregate of 25,277,997 HLS Common Shares. Upon completion of
the Arrangement, former shareholders of AMD held approximately 8%
of the outstanding HLS Common Shares and 100% of the outstanding
HLS Preferred Shares and former shareholders of HLS held
approximately 92% of the outstanding HLS Common Shares.
"This is a proud and exciting day for all of us at HLS," said
Greg Gubitz, CEO of HLS. "In just
over two years we have assembled an experienced team with a focused
strategy, generated solid growth with strong financial margins, and
most importantly, we have built a portfolio that is positioned to
deliver positive healthcare outcomes and enhance the lives of
thousands of patients each day. We believe we have a unique and
scalable strategy for building a specialty pharmaceutical company,
which by focusing first on the patient will ultimately drive value
creation for shareholders and growth opportunity for
employees."
The reconstituted Board of Directors of HLS comprises
William Wells, Greg Gubitz, J. Spencer
Lanthier and Yvon Bastien as
well as three new independent directors, Rodney Hill, Don
DeGolyer and Daniel Tassé.
The TSXV has conditionally approved the listing of the HLS
Common Shares. Final acceptance by the TSXV is subject to HLS
fulfilling certain customary conditions, including the filing of
final documentation. The HLS Common Shares are expected to
commence trading on the TSXV under the symbol "HLS" on March 14, 2018.
Registered shareholders are reminded that, in order to receive
the HLS Common Shares and HLS Preferred Shares to which they are
entitled in exchange for their common shares of AMD or common
shares of former HLS, as applicable, they must complete and sign
the applicable letter of transmittal and deliver it, together with
the other required documents, to the depositary for the
Arrangement, Computershare Investor Services Inc., in accordance
with the instructions specified in the applicable letter of
transmittal and the joint information circular of AMD and former
HLS dated February 5, 2018.
Copies of the letters of transmittal were mailed to registered
shareholders in February 2018,
together with the joint information circular. Additional
copies of the letters of transmittal are available by contacting
Computershare at corporateactions@computershare.com.
The letters of transmittal are for use by registered
shareholders only. Beneficial shareholders that do not have their
common shares of AMD or former HLS registered in their name
(rather, such shares are registered in the name of a broker or
other intermediary) should contact their broker or other
intermediary for instructions and assistance regarding receipt of
any HLS Common Shares and HLS Preferred Shares to which they are
entitled.
About HLS
HLS Therapeutics Inc. is a specialty pharmaceutical company
focused on the acquisition and commercialization of late stage
development, commercial stage promoted and established stage
branded pharmaceutical products in the North American markets.
HLS's focus is primarily on products targeting the central nervous
system and cardiovascular therapeutic areas. HLS's management team
is composed of seasoned pharmaceutical executives with a strong
track record of success in these therapeutic areas and at managing
products in each of these lifecycle stages.
HLS's management team has executed over US$8 billion worth of transactions in the
specialty pharmaceutical space. The team devised and led the
turnaround of Biovail Corporation, at the time Canada's largest publicly traded
pharmaceutical company. Over a 24-month period from September 2008 to September 2010, the team sourced and executed
nine transactions collectively valued at over US$1 billion, acquiring late stage development
assets, commercial stage drugs, and established stage drugs. This
strategy culminated in Biovail's US$7
billion merger with Valeant Pharmaceuticals International
Inc. in 2010, delivering significant share price appreciation for
Biovail's shareholders.
After the Biovail/Valeant merger, the HLS management team
determined that an opportunity existed to create a new specialty
pharmaceutical company with a similar strategy to the one the team
successfully implemented during the turnaround of Biovail.
In June 2015, the management team
formed HLS, and shortly thereafter raised US$385 million and acquired the North American
rights to Clozaril®, a commercial stage, promoted product in
Canada and an established stage,
non-promoted product in the U.S. HLS subsequently acquired
the United States marketing rights
to a commercial stage product that effectively provide HLS with
royalty income based on U.S. sales of the product, and in-licensed
two pre-registration stage products for Canada. HLS management believes this portfolio
and its related infrastructure form a robust base for the execution
of HLS's strategy. It also demonstrates that HLS has the potential
to strike a balance between the achievement of significant growth
and durable cash flows with the minimization of the excessive cost
and uncertainty associated with early stage discovery and R&D.
The listing of HLS on the TSXV is the next step in the execution of
HLS's strategy and will provide additional strategic tools
including enhanced access to capital to support future growth. For
more information on HLS, visit www.hlstherapeutics.com.
HLS's Portfolio
HLS's lead product is Clozaril for the Canadian and U.S.
markets. In Canada, Clozaril is an
atypical antipsychotic indicated in the management of symptoms of
treatment resistant schizophrenia in adults over 18 years old. In
the U.S., Clozaril is indicated for the treatment of severely ill
patients with schizophrenia who fail to respond adequately to
standard drug treatment. Clozaril is also indicated in the U.S.,
for reducing the risk of recurrent suicidal behavior in patients
with schizophrenia or schizoaffective disorder who are judged to be
at chronic risk for re-experiencing suicidal behavior, based on
history and recent clinical state. Clozaril is an established stage
product in the U.S. where it is not promoted and is a growing,
promoted product in Canada where
it is supported by a dedicated sales team and related medical and
clinical resources. Effective July 1,
2016, HLS entered into an agreement with Galephar
Pharmaceutical Research Inc. for the acquisition of the United States marketing rights to
Absorica® which, in effect, provides HLS with royalty income based
on U.S. sales of Absorica. Absorica is an established commercial
stage dermatology product in the United
States market, commercialized by a third-party. In the fall
of 2017, HLS entered into two exclusive licensing agreements to
register, and distribute in the Canadian territory, two
cardiovascular specialty products. HLS anticipates submitting two
separate applications for these products to Health Canada in
2018.
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HLS has retained LodeRock Advisors Inc. ("LodeRock") for
strategic investor relations and capital markets communications
services, as previously disclosed. Under the terms of the agreement
between HLS and LodeRock, HLS will pay LodeRock a monthly fee of up
to C$10,000 for ongoing services. HLS
has also retained Renmark Financial Communications Inc.
("Renmark") to provide certain retail investor relations,
primarily outreach for HLS with registered investment advisors,
effective March 1, 2018. Renmark will
continue to provide such services to HLS until August 31, 2018 and thereafter on a monthly
basis. HLS will pay Renmark a monthly fee of up to C$7,000. None of LodeRock, Renmark or their
respective principals currently has any direct or indirect interest
in HLS securities.
Neither the TSX Venture Exchange nor its regulation services
provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
FORWARD LOOKING INFORMATION
This release includes forward looking information regarding HLS
and its business. Such forward looking information is based on the
current expectations of HLS's management. Actual results or events
may differ materially from the forward-looking information
contained in this release as a result of known and unknown risk
factors and uncertainties affecting the company, including risks
regarding the speciality pharmaceutical industry, the regulatory
approval process, economic factors and the equity markets
generally. Except as required by applicable securities laws,
forward looking information speaks only as of the date on which it
is made and HLS undertakes no obligation to publicly update or
revise any forward-looking information, whether as a result of new
information, future events, or otherwise.
SOURCE HLS Therapeutics Inc.