It is contemplated that the Board of SCT post-merger will consist of Mr. David Allan, Dr. James DeMesa, Dr. Henry Friesen, Mr. Dean Peterson, Dr. Calvin Stiller and Dr. Niclas Stiernholm, all current board members of the Corporation, together with Dr. Michael Moore.
"This transaction will allow the companies' combined assets to gain access to the capital required for their proper development in order to transform them, over time, into valuable new treatments," commented Dr. Stiernholm. "My colleagues and I are excited about the upcoming creation of a much needed commercial vehicle for Canada's world class cancer stem cell discoveries. Although a formidable challenge for a company of any size, by building on the strength of our own capabilities, our existing links to several of Ontario's leading cancer research organizations, and our global industry network, we believe we have a real opportunity to make a difference in the future treatment of cancer."
Pursuant to the Letter of Agreement, the security holders of Trillium will receive, on closing of the transaction, an aggregate consideration of $2,850,000. This consideration is comprised of $1.2 million in cash and $1.65 million in SCT common shares, at a deemed price per share not lower than the post-consolidation Discounted Market Price (as per the policies of the TSXV) at the time of this announcement. SCT and Trillium intend to close the transaction in the first half of 2013, subject to customary closing conditions, including corporate and regulatory approvals, as well as securing the additional financing required to conclude the proposed merger and to advance the SCT development programs. The latter will be done through a public offering of securities for an amount of $2.5 million to be priced based on market conditions. There can be no assurance that the proposed merger with Trillium will be completed as proposed, or at all.
The proposed merger is an arm's-length transaction and will not result in a change of control of SCT or the creation of a new control person (as defined in TSX-V policies). All matters of the formation, negotiation and conclusion of the planned merger are being managed by a Special Committee of each of SCT and Trillium. Dr. Niclas Stiernholm, the CEO of Trillium, is a Director of SCT and in recognition of these relationships, the Trillium Board engaged an independent advisor, reporting directly to Trillium's Special Committee, to explore this proposed merger and other transaction options. The principal securityholders of Trillium have indicated they will support the proposed merger.
Common Share Consolidation
The Board of Directors of SCT determined to implement, subject to TSX Venture Exchange approval, a share consolidation of the issued and fully paid common shares without par value of SCT on the basis of 1 post-consolidation common share for 10 pre-consolidation common shares as authorized by SCT's shareholders at the special meeting of shareholders held on December 20, 2012. No fractional shares shall be issued in connection with the consolidation and any fractional shares resulting from the consolidation will be eliminated. The number of SCT common shares outstanding is 186,619,359. The number of common shares outstanding following the consolidation will be 18,661,936. There will be no name change in conjunction with the share consolidation.
Letters of transmittal with respect to the consolidation will be mailed out to all registered shareholders. All registered shareholders of SCT will be required to send their certificates representing pre-consolidation common shares with a properly executed letter of transmittal to SCT's transfer agent, Computershare Investor Services Inc., in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their common shares through a broker or other intermediary and do not have common shares registered in their own name will not be required to complete a letter of transmittal.
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