Liminal BioSciences minority shareholders to
receive US$8.50 in cash per share in
"go private" transaction
LAVAL, QC, CAMBRIDGE, England, and TORONTO, July 12,
2023 /PRNewswire/ -- Liminal BioSciences Inc. ("Liminal
BioSciences" or the "Company") (NASDAQ: LMNL) and Structured Alpha
LP ("SALP"), a fund managed by Thomvest Asset Management Ltd.,
today announced that they have entered into a definitive
arrangement agreement (the "Arrangement Agreement") under which
SALP will acquire all of the issued and outstanding common shares
of Liminal BioSciences (the "Common Shares") that it does not
already own.
Under the terms of the Arrangement Agreement, Liminal
BioSciences shareholders (other than SALP and its affiliates or
associates) will receive US$8.50 in
cash per Common Share, which represents a premium of approximately
135% over Liminal BioSciences' closing share price on the Nasdaq
Capital Market ("Nasdaq") on April 4,
2023, which was the last full trading day prior to the
public announcement of SALP's initial non-binding proposal to
acquire the remaining Common Shares of Liminal BioSciences that it
does not already own, and is $1.00
per Common Share more than SALP's initial non-binding proposal.
"After an extensive process led by a special committee comprised
of disinterested and independent directors, we are pleased to have
agreed terms on a transaction with SALP that has the full support
of the Liminal BioSciences board. The transaction will deliver
immediate value and liquidity to our minority shareholders at a
substantial premium," said Bruce
Pritchard, Chief Executive Officer of Liminal BioSciences.
"Reaching this point is a testament to everything that the entire
Liminal BioSciences team has accomplished. We look forward to
partnering with SALP to continue to pursue our goal of developing
and delivering cutting edge treatment to patients."
"As a long-time significant investor in Liminal BioSciences, we
are pleased to have concluded this agreement, which provides
minority shareholders with a significant premium and the certainty
of cash consideration for their shares," said Eugene Siklos, on behalf of SALP.
The special committee of the board of directors of Liminal
BioSciences (the "Special Committee"), comprised entirely of
disinterested directors, has unanimously recommended that the board
of directors of Liminal BioSciences approve the Arrangement
Agreement and unanimously recommends that the minority shareholders
vote in favour of the special resolution to approve the transaction
(the "Arrangement Resolution") at the special meeting of the
shareholders to be held to approve the transaction (the "Meeting").
The board of directors of the Company, after receiving the
unanimous recommendation of the Special Committee, has unanimously
(with Eugene Siklos and Alek Krstajic having recused themselves from the
meeting) determined that the transaction is in the best interest of
the Company and is substantively and procedurally fair to the
Company's minority shareholders and unanimously recommends that
minority shareholders vote in favour of the Arrangement Resolution
at the Meeting. All of the directors and senior officers of Liminal
BioSciences have entered into support and voting agreements
pursuant to which they have agreed, subject to the terms thereof,
to vote all of their Common Shares in favour of the Arrangement
Resolution at the Meeting.
Transaction Details
The transaction will be completed pursuant to a court-approved
plan of arrangement under section 192 of the Canada Business
Corporations Act and is subject to satisfaction of customary
closing conditions, including (without limitation) court approval
and the approval of the shareholders of Liminal BioSciences as
further set out below. After completion of the transaction, Liminal
BioSciences expects to no longer be subject to the reporting
requirements of applicable Canadian securities legislation or the
U.S. Securities Exchange Act of 1934, as amended, and its common
shares will be delisted from Nasdaq.
Completion of the transaction will be subject to the approval of
at least (i) two-thirds (662/3%) of the votes cast by
shareholders present in person or represented by proxy at the
Meeting, voting as a single class (each holder of Common Shares
being entitled to one vote per Common Shares) and (ii) the approval
of the majority of the holders of Common Shares present in person
or represented by proxy at the Meeting, excluding the votes of
shareholders whose votes are required to be excluded for the
purposes of "minority approval" under Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101") in the context of a "business
combination" (the "Minority Approval"), namely the Common Shares
over which SALP and its affiliates and associates exercise control
or direction. Further details regarding the applicable voting
requirements will be contained in a management information circular
to be filed and mailed to Liminal Biosciences shareholders in
connection with the transaction.
The Arrangement Agreement provides for customary
non-solicitation covenants on the part of the Company and it
provides SALP with a right to match any superior proposal. In
addition, pursuant to the Arrangement Agreement, a termination fee
of US$322,000 would be payable by the
Company to SALP in certain circumstances, including if SALP fails
to exercise its right to match in the context of a superior
proposal supported by the Company. SALP has advised the Special
Committee that it would not consider any alternative change of
control transaction.
The transaction is expected to close no later than September 30, 2023, subject to satisfaction of
customary closing conditions. The transaction is not subject to any
financing condition.
Opinion and Formal Valuation
BMO Nesbitt Burns Inc. ("BMO Capital Markets") was engaged by
the Special Committee to provide, under the supervision of the
Special Committee, an opinion and, in accordance with MI 61-101, an
independent formal valuation. BMO Capital Markets rendered
its opinion to the Special Committee as to the fairness, from a
financial point of view and as of July 11,
2023, of the consideration to be received under the
arrangement by holders of Liminal BioSciences common shares (other
than persons who hold Liminal BioSciences common shares in respect
of which votes are required to be excluded for the purposes of
determining the Minority Approval). BMO Capital Markets also
prepared a formal valuation of the common shares of Liminal
BioSciences as required under MI 61-101, which indicated a fair
market value range for a Liminal BioSciences common share, as of
July 11, 2023, of US $5.00 to US $15.00. BMO Capital Markets' opinion and
valuation were based on and subject to various assumptions,
procedures, matters and limitations and qualifications on the
review undertaken described in such opinion and valuation, copies
of which will be included in the management information circular
that will be sent to Liminal BioSciences shareholders in connection
with the special meeting scheduled to be called to consider the
arrangement. The management information circular also will
include factors considered by the Special Committee and the Liminal
BioSciences board and other relevant information.
Advisors
BMO Capital Markets is serving as independent financial advisor
to the Special Committee in connection with the acquisition.
Stikeman Elliot LLP and Cooley LLP are serving as Liminal
BioSciences' legal advisors.
Langstaff & Co. is acting as financial advisor to SALP.
Torys LLP is serving as legal advisor to SALP.
Important Additional Information
Liminal BioSciences intends to mail a management information
circular (the "Information Circular") to its shareholders in
the coming weeks and to hold the Meeting before September 15, 2023. The Information Circular,
together with the Arrangement Agreement, will be filed with the
Canadian Securities Administrators (the "CSA") on SEDAR at
www.sedar.com. Additional details regarding the terms and
conditions of the transaction as well as the rationale for the
recommendations made by the Special Committee and the board of
directors of Liminal BioSciences will be set out in the Information
Circular.
In addition, the Company intends to furnish to the U.S.
Securities and Exchange Commission (the "SEC") a current report on
Form 6-K regarding the transaction, which will include as an
exhibit thereto the Arrangement Agreement. The Company, SALP and
certain of their affiliates also intend to jointly file with the
SEC a transaction statement on Schedule 13E-3 (the "Schedule
13E-3"). BEFORE MAKING ANY VOTING DECISION, LIMINAL BIOSCIENCES'
SHAREHOLDERS ARE URGED TO READ THE INFORMATION CIRCULAR, THE
SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC AND THE CSA
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain a free copy of the Information Circular and
other documents that the Company files with the SEC and the CSA
(when available) from the SEC's website at www.sec.gov and from the
CSA's website at www.sedar.com, respectively, and from Liminal
BioSciences' website at www.liminalbiosciences.com.
About Liminal Biosciences Inc.
Liminal BioSciences is a development stage biopharmaceutical
company focused on discovering and developing novel and distinctive
small molecule therapeutics that modulate G protein-coupled
receptors, or GPCR, pathways. Liminal BioSciences is designing
proprietary novel small molecule therapeutic candidates with the
intent of developing best/first in class therapeutics for the
treatment of metabolic, inflammatory and fibrotic diseases with
significant unmet medical needs, using our integrated drug
discovery platform, medicinal chemistry expertise and deep
understanding of the GPCR biology. The Company's pipeline is
currently made up of three programs. The candidate selected for
clinical development, LMNL6511, a selective antagonist for the
GPR84 receptor, is expected to commence a Phase 1 clinical trial in
the second half of 2023. Liminal BioSciences is also developing
LMNL6326 as an antagonist for the OXER1 receptor, targeting
treatment of eosinophil-driven disease, and GPR40 agonists, both of
which are at the preclinical stage. In addition to these programs,
the Company continues to explore other development opportunities to
add to its pipeline.
Liminal BioSciences has active business operations in
Canada and the United Kingdom.
About Structured Alpha LP
Thomvest Asset Management Ltd. is the general partner of
SALP. Thomvest Asset Management Ltd. is part of a group of
investment companies that make investments on behalf of
Peter J. Thomson and his family.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian and U.S. securities laws. Some of the
forward-looking statements can be identified by the use of
forward-looking words. Statements that are not historical in
nature, including the words "anticipate," "expect," "suggest,"
"plan," "believe," "intend," "estimate," "target," "project,"
"should," "could," "would," "may," "will," "forecast" and other
similar expressions are intended to identify forward-looking
statements. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, including, but not limited to
statements related to Liminal BioSciences' business in general, the
ability to complete and the timing of completion of the
transactions contemplated by the arrangement agreement between
Liminal BioSciences and SALP, including the parties' ability to
satisfy the conditions to the consummation of the transaction and
the possibility of any termination of the agreement.
These statements are "forward-looking" because they are based on
our current expectations about the markets we operate in and on
various estimates and assumptions. Actual events or results may
differ materially from those anticipated in these forward-looking
statements if known or unknown risks affect our business, or if our
estimates or assumptions turn out to be inaccurate. Among the
factors that could cause actual results to differ materially from
those described or projected herein include, but are not limited
to, risks associated with: uncertainties with respect to the timing
of the transaction; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the offer may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction at all or
on acceptable terms or within expected timing; the risk that
stockholder litigation in connection with the transaction may
result in significant costs of defense, indemnification and
liability; the effects of disruption from the transaction on
Liminal BioSciences' business and the fact that the announcement
and pendency of the transaction may make it more difficult to
establish or maintain relationships with employees and business
partners; uncertainties associated generally with research and
development, clinical trials and related regulatory reviews and
approvals; Liminal BioSciences' ability to continue to comply with
Nasdaq Listing Rule 5450(a)(1) to remain listed on Nasdaq; Liminal
BioSciences' expected cash runway and Liminal BioSciences' ability
to actively seek and close on opportunities to monetize non-core
assets or commercial opportunities related to our assets; Liminal
BioSciences' reliance on third parties to conduct, supervise and
monitor existing clinical trials and potential future clinical
trials; developments from Liminal BioSciences' competitors and the
marketplace for Liminal BioSciences' product candidates; and
business, operations and clinical development timelines and plans
may be adversely affected by geopolitical events and macroeconomic
conditions, including rising inflation and interest rates and
uncertain credit and financial markets, and matters related
thereto; and other risks and uncertainties affecting Liminal
BioSciences, including those described in the filings and reports
Liminal BioSciences makes with the SEC and the CSA, including in
the Annual Report on Form 20-F for the year ended December 31, 2022, as well as other filings and
reports Liminal BioSciences may make from time to time. As a
result, we cannot guarantee that any given forward-looking
statement will materialize. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements and estimates, which speak only as of the date hereof.
We assume no obligation to update any forward-looking statement
contained in this press release even if new information becomes
available, as a result of future events or for any other reason,
unless required by applicable securities laws and regulations.
Participants in the Solicitation
Liminal BioSciences and its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies from Liminal BioSciences' shareholders with respect to the
transaction. Shareholders may obtain information regarding the
names, affiliations and interests of such individuals in Liminal
BioSciences' Annual Report on Form 20-F for the year ended
December 31, 2022, and its
Information Circular for its 2022 annual meeting of shareholders
held on June 5, 2023. Certain
directors, executive officers and employees of Liminal BioSciences
may have direct or indirect interest in the transaction due to
securities holdings, vesting of equity awards, and rights to
severance or retention payments. Additional information regarding
the interests of such individuals in the transaction will be
included in the Information Circular when it is available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to the transaction and
is not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Liminal Corporate Contact, Shrinal
Inamdar, Associate Director, Investor Relations and
Communications, s.inamdar@liminalbiosciences.com, +1 450.781.0115;
SALP Corporate Contact, Eugene
Siklos, President, Thomvest Asset Management Ltd.,
eugene@thomvest.com, +1 416.364.8700
View original
content:https://www.prnewswire.co.uk/news-releases/liminal-biosciences-announces-arrangement-agreement-with-structured-alpha-lp-301875390.html