Nuvo Research® Announces Special Shareholder Meeting to Vote on Reorganization of Nuvo into Two Publicly Traded Companies
December 15, 2015
- Mailing of Management Information Circular Expected in January 2016 -
MISSISSAUGA, ON, Dec. 15, 2015 /CNW/ - Nuvo Research Inc. (TSX:NRI) (Nuvo or the Company), a life sciences company with growing revenues and a diverse portfolio of topical and immunology products, today announced that it will hold a special meeting of Nuvo's shareholders on February 18, 2016 at which shareholders will be asked to approve the previously announced reorganization of Nuvo into two separate publicly traded companies. One company, Nuvo Pharmaceuticals Inc. (Nuvo Pharma) would be a revenue and EBITDA generating commercial healthcare company to be owned 100% by Nuvo shareholders. The second company, Crescita Therapeutics Inc. (Crescita) would be a drug 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.
The Board of Directors of Nuvo has unanimously approved the proposed transaction and recommends that shareholders vote in favour of the proposed transaction.
A formal notice of the special shareholder meeting and a management information circular are expected to be mailed to shareholders in mid-January 2016. At the time of mailing, a copy of these materials will also be made available under Nuvo's profile at www.sedar.com. The Board of Directors has fixed the close of business on January 5, 2016 as the record date for determining Nuvo shareholders entitled to receive notice of and to vote on the proposed transaction. The meeting will be held at the International Plaza Hotel, 655 Dixon Road, Toronto, Ontario commencing at 9:00 a.m. (ET) on February 18, 2016.
The terms of the proposed transaction are set out in an arrangement agreement (and the plan of arrangement appended thereto) that will be available under Nuvo's profile at www.sedar.com within 10 days. Completion of the proposed transaction is subject to certain conditions, including the approval of the Ontario Superior Court of Justice, the final approval of the Toronto Stock Exchange and the approval of Nuvo's shareholders. If the proposed transaction is approved by shareholders and all other conditions are satisfied, Nuvo expects the 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. Even if the proposed transaction is approved by shareholders and all other conditions are satisfied, Nuvo's Board of Directors will have the authority to determine when to effect the proposed transaction, as well as the authority to decide not to proceed with the proposed transaction at all.
About Nuvo Research Inc.
Nuvo (TSX:NRI) is a growing life sciences 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 proposed reorganization of the Company into two separate publicly-traded companies, 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 "may", "will", "expect", "intend", "believe", "should" or "plans", 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, but are not limited to, general business and economic uncertainties and adverse market conditions; uncertainties that may delay or negatively impact the proposed transaction or cause the proposed transaction to not occur; uncertainties related to each company's ability to realize the anticipated benefits of the proposed transaction; risks and uncertainties related to obtaining approvals, rulings and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the proposed transaction; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the proposed transaction; 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. 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. 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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