Afexa Announces Results of the Special Meeting and Privatization of Afexa
EDMONTON, ALBERTA--(Marketwire - Dec. 12, 2011) - Afexa Life Sciences Inc. ("Afexa" or the "Company") (TSX: FXA) announced today that at its special meeting of shareholders held earlier today in Calgary, Alberta, the shareholders approved the amalgamation of Afexa and 1625907 Alberta Ltd. (the "Offeror"), a wholly-owned subsidiary of Valeant Pharmaceuticals International, Inc. ("Valeant"), and that the amalgamation was subsequently completed. The amalgamation constitutes the subsequent acquisition transaction following the offer from the Offeror to acquire all the issued and outstanding common shares of Afexa ("Common Shares") and results in the privatization of Afexa.
As described in the management information circular dated October 31, 2011 and pursuant to the terms of the amalgamation agreement between Afexa and the Offeror, each issued and outstanding Common Share, other than those held by the Offeror, have been exchanged for one redeemable preferred share of the amalgamated corporation ("Amalco") which shares have been immediately redeemed at a price of C$0.85 per share (the "Redemption Price") by Amalco. As a result of the amalgamation, Valeant now owns all of the outstanding common shares of Amalco. All shareholders, other than the Offeror, will be paid, upon delivery of the letter of transmittal and certificates representing their Common Shares, a cash amount equal to the Redemption Price.
Applications will be filed to de-list the Common Shares from trading on the Toronto Stock Exchange and for Afexa to cease to be a reporting issuer.
Advisory Regarding Forward-Looking Statements
This news release contains forward-looking information (as defined in the Securities Act (Alberta)) that is based on expectations, estimates and projections as of the date of this news release. These forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as "plans", "predicts", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release.
Forward-looking statements contained in this news release are based on a number of assumptions that may prove to be incorrect. In addition to being subject to a number of assumptions, forward-looking statements in this news release involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements, including the risks identified in the filings by Afexa with the Canadian provincial securities regulatory authorities, including Afexa's annual information form for the fiscal year ended March 31, 2011.
The Company believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable as at the date hereof, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, you should not place undue reliance on any forward-looking statements contained in this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.