MONTREAL, QUEBEC -- (Marketwired) -- 06/20/13 -- Thallion Pharmaceuticals Inc. ("Thallion") (TSX VENTURE: TLN) announced today that, in response to the press release dated June 18, 2013 issued by Jaguar Financial Corporation ("Jaguar"), it reaffirms its support of the BELLUS Health Inc. ("BELLUS") (TSX: BLU) proposed transaction outlined in Thallion's and BELLUS' joint press release dated June 18, 2013.
The proposed transaction with BELLUS is the result of the strategic review process of all available alternatives for Thallion and its shareholders previously announced in February 2013, including a potential wind-up of the corporation. The Special Committee, comprised of independent directors of the Board, evaluated the BELLUS transaction versus the wind-up option (amongst numerous alternative options) in terms of overall benefit to shareholders, adjusted for time value, risk and various uncertainty factors.
Based on the advice of financial and legal advisors, the Special Committee concluded that the BELLUS transaction was more compelling than a wind-up for shareholders for various reasons, including the greater and more certain up-front payment to shareholders pursuant to the BELLUS transaction and the potential to participate in future revenues that may be generated from Shigamabs pursuant to the terms of the contingent value rights forming part of the BELLUS transaction.
The proxy circular to be mailed to Thallion shareholders no later than July 16, 2013 in connection with the annual and special meeting will contain further details regarding the BELLUS transaction and the background leading to such transaction, including the review process and reasons for the unanimous recommendation of the Special Committee and Thallion's Board (excluding one director who was required to abstain from voting) that the BELLUS transaction is fair to the shareholders and in the bests interests of Thallion.
Corrections to certain statements made by Jaguar
Thallion is concerned that the press release dated June 18, 2013 issued by Jaguar appears to contain misstatements of fact and/or misrepresentations of Thallion's financial position at the expected time of closing of the BELLUS transaction, including:
-- Failing to take into account certain material liabilities and future financial obligations of Thallion of approximately $1,400,000 as of February 28, 2013, in the determination of both the per share value of Thallion and its net cash position. Furthermore and subsequent to February 28, 2013, Thallion closed out its SHIGATEC Ph II clinical study, significantly reduced its employee base and continued to meet its ongoing financial commitments as a reporting issuer, all of which will be reflected as uses of cash related to operating activities for Thallion's second quarter ended May 31, 2013.-- Failing to take into account the 3,676,450 options outstanding (which all have an exercise price lower than the estimated cash amount of $0.1765 per share (subject to adjustments) under the BELLUS transaction), in the determination of certain per share amounts. Taking into account the number of shares underlying these options, a net cash amount of $7,500,000 represents $0.2091 per share (on a fully-diluted basis) and not $0.23 per share.-- Incorrectly characterizing previously and explicitly disclosed severance obligations by Thallion in the event of termination of Thallion's management, which are triggered upon any termination without cause, which would apply in the context of a wind-up.-- Incorrectly characterizing risks in connection with any wind-up of Thallion, whereby a substantial portion of available cash may not be distributed to shareholders before the expiry of certain indemnification obligations of Thallion, some of which apply until mid-2016. In addition, there are costs associated with a wind-up process which are not factored into by the Jaguar release.-- Subsequent to the announcement on June 18, 2013, Thallion has obtained additional shareholder support, representing an additional 4.38% of the shares outstanding of Thallion in addition to the previously obtained 5.79% in shareholder support for a total of approximately 10.17%.
About Thallion (www.thallion.com)
Thallion is a biotechnology company developing pharmaceutical products in the areas of infectious disease and oncology. Thallion's lead clinical program Shigamabs® is a dual antibody product for the treatment of Shiga toxin-producing E. coli bacterial infections and has recently completed a Phase II clinical trial. Additional information about Thallion can be obtained at www.thallion.com.
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking statements. Such statements, based as they are on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond the control of BELLUS Health Inc. or Thallion Pharmaceuticals Inc. Such risks include but are not limited to: amounts available for distribution to shareholders in a wind-up process, the ability to obtain Court and regulatory approvals, third party consents and to satisfy other closing conditions, adjustments may be made to the cash consideration depending on the net cash of Thallion, risks relating to the satisfaction of payment conditions under the contingent value rights, the ability to obtain financing, the impact of general economic conditions, general conditions in the pharmaceutical and/or nutraceutical industry, changes in the regulatory environment in the jurisdictions in which the BELLUS Health Inc. and Thallion Pharmaceuticals Inc. do business, stock market volatility, fluctuations in costs, changes to the competitive environment due to consolidation, achievement of forecasted burn rate, achievement of forecasted clinical trial milestones, and that actual results may vary once the final and quality-controlled verification of data and analyses has been completed. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements, and there can be no assurance that any amounts will become payable under the CVRs. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These statements speak only as of the date made and neither BELLUS Health Inc. nor Thallion Pharmaceuticals Inc. is under any obligation to update or revise such statements as a result of any event, circumstances or otherwise, and BELLUS Health Inc. and Thallion Pharmaceuticals Inc. disavow any intention to do so, unless required by applicable legislation or regulation. Please see the public fillings of BELLUS Health Inc. and Thallion Pharmaceuticals Inc., including the Annual Information Form of BELLUS Health Inc. for further risk factors that might affect both companies and their respective businesses.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Thallion Pharmaceuticals Inc.
Chief Financial Officer
(514) 336-2343 (FAX)