For the Arrangement to be implemented, the Arrangement must be approved at the Thallion annual and special meeting by a resolution passed by at least (i) 66 2/3 percent of the votes cast by the shareholders of Thallion and (ii) a simple majority of the votes cast by the shareholders, other than interested shareholders, and their related parties and joint actors, if any, present in person or by proxy at the meeting. In relation to the Arrangement, the interested shareholders of Thallion are all shareholders other than Allan Mandelzys and Michael Singer and their related parties and joint actors, if any (collectively, the "Interested Shareholders"). To the knowledge of the directors and executive officers of Thallion, after reasonable inquiry, 156,000 votes attached to the common shares (being the aggregate number of votes attached to the common shares held by the Interested Shareholders) will be excluded in determining whether minority approval for the Arrangement is obtained.
Assuming that all required shareholder approvals are obtained, Thallion is expected to apply to the Court on August 9, 2013 for a final order in respect of the Arrangement. Assuming that the final order is obtained and all other conditions precedent to the Arrangement are satisfied or waived, the Arrangement is expected to close in August, 2013.
Thallion also announces that effective June 30, 2013, Allan Mandelzys and Michael Singer were terminated without cause. Termination payments will be made in accordance with their employment agreements. As previously disclosed by Thallion, these payments would have been required to be made in the event of a termination in connection with a liquidation process. Under the terms of consulting agreements, Mr. Mandelzys and Mr. Singer have agreed to continue to perform functions similar to those performed by a Chief Executive Officer and Chief Financial Officer, respectively, and, as requested by BELLUS, to assist with the implementation of the Arrangement.
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.
Forward Looking Statements
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. Examples of such forward looking information in this news release include, but are not limited to, information with respect to (i) the Arrangement and the results expected to be achieved from the successful completion of the Arrangement; (ii) the ability to obtain all required approvals and consents and otherwise satisfy all other conditions to complete the Arrangement; (iii) the payments to be derived from the Arrangement which may be subject to adjustment provisions; (iv) the ability to receive payments pursuant to the terms of the CVRs and the timing of such payments; (v) potential distributions under a potential liquidation; and (vi) estimated Net Cash. Such risks include but are not limited to: 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, risks relating to the satisfaction of payment conditions under the CVRs, 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.
Chief Financial Officer
(514) 336-2343 (FAX)
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