MISSISSAUGA, Ontario--(BUSINESS WIRE)--Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) (“Miravo” or the “Company”) is pleased to announce that, at today’s special meeting of shareholders (the “Meeting”), its shareholders (“Shareholders”) voted in favour of a special resolution to approve the previously announced plan of arrangement (the “Arrangement”) pursuant to which, among other things, Searchlight Pharma Inc. (the “Purchaser”) will acquire all of the issued and outstanding shares of the Company (the “Company Shares”) in exchange for cash consideration of $1.35 per Company Share, subject to the terms and conditions of an arrangement agreement dated December 22, 2022.
The Arrangement required approval by: (i) at least two-thirds of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding the votes cast by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Of the votes cast with respect to the Arrangement, an aggregate of 4,160,856 Company Shares were voted in favour of the Arrangement, representing approximately 89.23% of the votes cast on the resolution. In addition, an aggregate of 3,547,374 Company Shares, representing approximately 87.60% of the votes cast on the resolution excluding votes attached to Company Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, were voted in favour of the Arrangement.
Completion of the Arrangement remains subject to court approval as well as other customary closing conditions. It is expected that the Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on March 10, 2023. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around March 14, 2023. Following completion of the Arrangement, The Company will be de-listed from the TSX and applications will be made for the Company to cease to be a reporting issuer.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting, which were mailed to Shareholders and filed under the Company’s profile on SEDAR at www.sedar.com.
About Miravo Healthcare
Miravo is a Canadian focused, healthcare company with global reach and a diversified portfolio of commercial products. The Company’s products target several therapeutic areas, including pain, allergy, neurology and dermatology. The Company’s strategy is to in-license and acquire growth-oriented, complementary products for Canadian and international markets. Miravo’s head office is located in Mississauga, Ontario, Canada, the international operations are located in Dublin, Ireland and the Company’s manufacturing facility is located in Varennes, Québec, Canada, though the Company is in the process of winding-down its manufacturing operations in Varennes. For additional information, please visit www.miravohealthcare.com.
About Searchlight Pharma Inc.
Searchlight Pharma Inc., headquartered in Montreal, is a leading Canadian-based specialty healthcare company that executes best-in-class search, acquisition, commercialization, and focused development of innovative and unique specialty healthcare products. Searchlight Pharma Inc.’s core products focus on women’s health, urogynecology, urology, endocrinology and hospital specialty markets, and its team is committed to improving people’s lives by bringing the right products to market. Follow Searchlight Pharma Inc., learn more about what it does, and get to know its product portfolio at www.searchlightpharma.com.
Forward-Looking Statements
The information in this press release includes certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the anticipated receipt of required court approval for the transaction; the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; the anticipated timing of the closing of the Arrangement; the delisting of the Company Shares from the TSX; and the Company’s intention to cease to be a reporting issuer.
Forward-looking statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, ongoing objectives, strategies and outlook for the Company. Forward looking statements may in some cases be identified by words such as “will,” “plans,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should” or the negative of these terms, or similar expressions. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
In respect of the forward-looking statements and information concerning the completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company and the Purchaser have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other factors discussed under the heading “Risk Factors” in the Company’s annual information form dated March 25, 2022 (available under the Company’s SEDAR profile at www.sedar.com). The anticipated dates provided may change for a number of reasons, including the inability to secure necessary court approval in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the Company and the Purchaser to obtain necessary court approval, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approval, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
