MISSISSAUGA, Ontario--(BUSINESS WIRE)--Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) (“Miravo” or the “Company”) announced today that it has filed and is in the process of mailing the management information circular (the “Circular”) and related materials in connection with the special meeting (the “Meeting”) of its shareholders (the “Shareholders”) to be held virtually on March 7, 2023. The Meeting has been called for Shareholders to consider and, if deemed advisable, to pass a special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) involving the Company and Searchlight Pharma Inc. (the “Purchaser”), pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding common shares of the Company (the “Company Shares”) in exchange for cash consideration of $1.35 per Company Share (the “Consideration”), subject to the terms and conditions of an arrangement agreement dated December 22, 2022 (the “Arrangement Agreement”). The Meeting is to be held in accordance with an interim order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) obtained on February 6, 2023.
The board of directors of the Company (the “Board”), after receiving legal and financial advice, and based upon, among other things, its receipt of a fairness opinion from Bloom Burton Securities Inc., has unanimously determined that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders) and the Consideration to be received by Shareholders pursuant to the Arrangement is fair to Shareholders. Accordingly, the Board recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting.
Each of the directors and executive officers of the Company who are Shareholders, as well as one of the Company’s significant Shareholders, Red Oak Partners, LLC, who collectively own or control, directly or indirectly, approximately 23.16% of the Company Shares, have entered into voting support agreements with the Purchaser to, among other things, vote their Company Shares in favour of the Arrangement.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting conducted via live audio webcast at www.virtualshareholdermeeting.com/mrvsm2023 on March 7, 2023 at 9:00 a.m. (Toronto time). Shareholders of record as at the close of business on January 23, 2023 are entitled to receive notice of and vote at the Meeting.
Shareholders are encouraged to vote virtually at the Meeting or by proxy or voting instruction form. Proxies must be submitted no later than 9:00 a.m. (Toronto time) on March 3, 2023, or 48 hours (not including Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Meeting. Shareholders may also vote online during the Meeting as more particularly described in the Circular.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendation made by the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety, and, if assistance is required, Shareholders are urged to consult their financial, legal, tax or other professional advisors. The Circular and the Arrangement Agreement are available on the Company’s profile on SEDAR at www.sedar.com.
In order to become effective, the Arrangement will require Court approval and must be approved by: (i) at least two-thirds of the votes cast by Shareholders, and (ii) a simple majority of the votes cast by Shareholders, excluding for this purpose votes attached to Company Shares held 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 Transaction.
In addition to Court and Shareholder approval, the Arrangement is subject to, among other things, the satisfaction or waiver of certain closing conditions customary in transactions of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2023.
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.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain information set forth in this news release including, without limitation, Miravo management’s expectations with respect to: the timing of the Meeting and the anticipated timing for closing the Arrangement, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “will”, “anticipates”, “expects”, “intends” and similar expressions suggesting future events or future performance.
By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Miravo’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Miravo, including expectations and assumptions concerning the receipt, in a timely manner, of Shareholder and Court approvals in respect of the Arrangement.
Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: failure to satisfy the conditions to the completion of the Arrangement and failure to obtain any required approvals (or to do so in a timely manner). The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary Court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Arrangement. A comprehensive discussion of other risks that impact Miravo are included in the Company’s most recent Annual Information Form dated March 25, 2022 under the heading “Risks Factors”, and are described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions which are available under Miravo’s profile at www.sedar.com.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Miravo does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.