Nuvo Research® Inc. Obtains Final Court Order Approving Reorganization into Two Publicly-Traded Companies
February 24, 2016
MISSISSAUGA, ON, Feb. 24, 2016 /CNW/ - Nuvo Research Inc. (TSX:NRI) (Nuvo or the Company) is pleased to announce that the Company has obtained a final court order from the Ontario Superior Court of Justice approving the reorganization of Nuvo into two separate publicly traded companies. The reorganization was approved by Nuvo shareholders at a special shareholders meeting on February 18, 2016.
Under the proposed reorganization, Nuvo would be separated into two public 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 reorganization is expected to close on or about Tuesday March 1, 2016 (the Closing Date). Following closing, existing Nuvo share certificates will represent common shares of Nuvo Pharma and the right to receive a share certificate representing an equal number of Crescita common shares. The distribution record date (the Record Date) for certificates representing Crescita common shares is expected to be March 3, 2016. However, the TSX will implement due bill trading for the Nuvo Pharma common shares (TSX:NRI) until the close of trading on Friday March 4, 2016. Accordingly, shareholders who purchase Nuvo Pharma common shares through the facilities of the TSX prior to the close of trading on March 4, 2016 will automatically receive one Crescita common share. Crescita common shares (TSX:CTX) are expected to start trading on the TSX on Monday March 7, 2016. Nuvo shareholders are encouraged to contact their brokers for additional information.
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 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; factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the proposed reorganization, including the authority of Nuvo's Board of Directors to determine if and when to effect the proposed reorganization; uncertainties related to each company's ability to realize the anticipated benefits of the proposed reorganization; as well as other risk factors included in the Company's Management Information Circular dated December 31, 2015 and the Company's Annual Information Form dated February 17, 2016 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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