News Column

Welichem's Directors Recommend Shareholders Reject LJ Resources Co., Ltd. Offer

April 29, 2014

BURNABY, BC, April 29, 2014 /CNW/ - Welichem Biotech Inc. (the "Company") (TSX-V: WBI) announces today that its board of directors, on the recommendation of its special committee, unanimously recommends that Welichem shareholders REJECT the unsolicited offer (the "Offer") to purchase all of the Welichem common shares (the "Shares") at a price of $0.15 per Share by LJ Resources Co., Ltd. ("LJ") and NOT TENDER their Shares to the Offer.

After careful consideration and discussion, the special committee and board of directors of Welichem have determined, following analysis by the special committee with financial and legal advice, that the Offer is financially inadequate and not in the best interests of Welichem shareholders.  The Offer is at a significant discount to both the current trading price of the Shares on the TSX Venture Exchange and the fair market value of the Shares as determined by an independent valuator in the valuation included in LJ's take-over bid circular.

The Board's recommendation that the Welichem shareholders REJECT the Offer and DO NOT TENDER their Shares, as well as a more detailed discussion of its reasons for rejecting the Offer, and the written fairness opinion provided by Evans and Evans, Inc., are contained in a directors' circular that will be filed today, a copy of which will be available at www.sedar.com. Copies of the directors' circular are being mailed to all Welichem shareholders, who are urged to read the directors' circular in its entirety.

In addition, the special committee has determined that LJ's take-over bid circular contains numerous deficiencies and misrepresentations and, as such, the board of directors has determined, on the recommendation of the special committee, that it is necessary and appropriate for the Company to apply for orders from the British Columbia Securities Commission to have the Offer cease-traded and/or to require that LJ correct the deficiencies in their circular prior to proceeding with the Offer. The application was made on April 28, 2014.

About Welichem Biotech Inc.

Welichem Biotech Inc. is a publicly-traded biotechnology company developing therapeutic drugs in the fields of autoimmune diseases and cancer. For a more complete business and financial profile of the Company, interested parties are encouraged to visit the Company's website, www.welichem.com.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this document contains forward-looking information and statements regarding the Offer and the Special Committee's review of available information relating to same.

These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control, including any possible amendments to the Offer or to the take-over bid circular, the outcome of the Company's application to the British Columbia Securities Commission, further actions or announcements of the offeror or other third parties, changes in laws and regulations, stock market volatility and obtaining required approvals of regulatory authorities. Readers should not place undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein.  Except as required by law, we do not expect to update forward-looking statements and information.

Neither the 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.





SOURCE Welichem Biotech Inc.


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