Nuvo Research® Announces TSX Conditional Approval to List Crescita Therapeutics Inc.
November 23, 2015
MISSISSAUGA, ON, Nov. 23, 2015 /CNW/ - Nuvo Research Inc. (TSX:NRI) ("Nuvo" or the "Company"), a specialty pharmaceutical company with growing revenues and a diverse portfolio of topical and immunology products, today announced that the Toronto Stock Exchange ("TSX") has conditionally approved the listing of Crescita Therapeutics Inc. ("Crescita"). Crescita would be a newly formed company that would own and operate Nuvo's existing drug development business if the previously announced transaction to separate Nuvo into two public companies is completed. Nuvo, which would be renamed Nuvo Pharmaceuticals Inc. ("Nuvo Pharma"), would own and operate the remaining business that would include all assets related to its Pennsaid and Pennsaid 2% franchises. Nuvo Pharma would continue to be listed on the TSX under the existing symbol "NRI".
About the Proposed Transaction
If the proposed transaction is approved, Nuvo would be separated into two public companies. Nuvo Pharma would be a pure-play commercial healthcare company with growing revenue and EBITDA to be owned 100% by Nuvo shareholders. Crescita would be a pure-play biotech development company also initially owned 100% by Nuvo shareholders. Crescita would have a diversified pipeline of product candidates and sufficient cash resources to execute its current business plan for the next 24 months.
Complete details of the proposed transaction and each company will be set forth in an information circular that will be mailed to Nuvo's shareholders in connection with a special meeting that will be called by Nuvo to approve the proposed transaction. Completion of the proposed transaction is subject to certain conditions, including final approval by the Nuvo Board of Directors, confirmation of the potential tax-free nature of the transaction for Canadian and U.S. shareholders, regulatory approval requirements (including the final approval of the TSX) and the approval of Nuvo's shareholders. Final approval of the listing of the Crescita shares will be subject to Cresctia satisfying the TSX's listing requirements and other customary conditions. If the transaction is approved by shareholders and all other conditions are satisfied, the Company expects the proposed transaction to be completed in Q1 2016. However, there can be no assurances regarding the ultimate timing of the proposed transaction or that the proposed transaction will be completed at all.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a growing specialty pharmaceutical company with a diverse portfolio of products and technologies for pain and topical indications. Nuvo's products range from FDA approved, commercial products to development stage drug candidates and technology platforms. For additional company information visit www.nuvoresearch.com.
Certain statements in this press release constitute forward-looking information and/or forward-looking statements (collectively, forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning the potential spin-off of Nuvo's drug development business, the taxable nature of the spin-off, the expected financial results and condition of each company, each company's future objectives and strategies to achieve those objectives, the future prospects of each company as an independent company, the listing or continued listing of each company on the TSX, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "potentially" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include general business and economic uncertainties and adverse market conditions, uncertainties that may delay or negatively impact the spin-off or cause the spin-off to not occur; uncertainties related to each company's ability to realize the anticipated benefits of the spin-off, including new focus and anticipated growth; disruptions to operations as a result of effecting the spin-off; risks and uncertainties related to obtaining approvals, rulings and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the spinoff future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the spin-off, the impact of the spinoff on the trading prices for, and market for trading in, the shares of each company, as well as other risk factors included in the Company's Annual Information Form dated February 19, 2015 under the heading "Risks Factors" and as described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The factors underlying current expectations are dynamic and subject to change. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and, except as required by applicable law, 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.
SOURCE Nuvo Research Inc.
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