Picchio Pharma

October 17, 2007 16:42 ET

Rocabe Investments Inc. Acquires Control Over 5,534,184 Neurochem Shares From 18056 Yukon Inc.

CALGARY, ALBERTA--(Marketwire - Oct. 17, 2007) - This press release is issued jointly by Dr. Francesco Bellini and Rocabe Investments Inc. ("Rocabe"), as required by Canadian provincial securities legislation. Until this day, 18056 Yukon Inc. ("Yukon") owned 100% of the outstanding class F special shares and 1324286 Alberta Ltd ("Alberta"), a wholly-owned subsidiary of FMRC Family Trust ("FMRC"), owned 50% of the outstanding common shares of Picchio Pharma Inc. ("Picchio Pharma"). Pursuant to applicable securities legislation, Dr. Francesco Bellini is deemed to be a joint actor of Yukon and the trustees of FMRC, Messrs John W. Churchill and Vernon H. Strang (the "Trustees"), are deemed to be joint actors of FMRC, Alberta and Picchio Pharma. For reporting purposes under the Early Warning System, Dr. Bellini is therefore obliged to include the holdings of Yukon in determining his ownership of the securities of Neurochem Inc. ("Neurochem") and FMRC, the Trustees and Alberta are obliged to include the holdings of Picchio Pharma and P. P. Luxco Holdings II s.a.r.l. ("Luxco"), a wholly-owned subsidiary of Picchio Pharma. Dr. Francesco Bellini is an insider of Neurochem by virtue of his being one of its directors and its Chairman of the Board and CEO.

Pursuant to the foregoing, Dr. Bellini and Rocabe report that pursuant to a share purchase transaction effected on October 17, 2007, Yukon has transferred all of the shares it owned in the capital of Picchio Pharma, being class F special shares, to Rocabe for a cash consideration in the amount of $15,883,108. The class F special shares of Picchio Pharma track the economic value and right of disposition of 5,534,184 common shares of Neurochem. The value of such shares was determined on the basis of the current market price of the common shares of Neurochem. The common shares of Yukon belong to FMRC and its voting shares to Dr. Francesco Bellini. Roberto Bellini and Carlo Bellini each own 50% of the outstanding shares of Rocabe. Roberto Bellini is an insider of Neurochem by virtue of his being a director and officer of Picchio Pharma Inc.

As a result of this transaction, Roberto Bellini and Carlo Bellini are now deemed to be joint actors of Rocabe. Also, while the aggregate ownership or deemed ownership of FMRC, the Trustees, Alberta, Picchio Pharma and Luxco, remained unchanged at 11,669,368 common shares of Neurochem, Rocabe thus acquired the direct, and Dr. Francesco Bellini indirectly disposed of, the right of disposition of 5,534,184 common shares of Neurochem, representing 12.3 % of Neurochem's common shares outstanding as at July 31, 2007, and FMRC, the Trustees and Alberta indirectly disposed of the economic value of such shares. Dr. Francesco Bellini now has direct beneficial ownership of 166,666 common shares of Neurochem, representing 0.37 % of Neurochem's common shares outstanding as at such date, as well as options to purchase within 60 days 530,833 common shares of Neurochem which, if exercised, would represent an additional 1.18 % of Neurochem's common shares outstanding as at such date. Dr. Bellini's total ownership or control over the common shares of Neurochem therefore now represents 1.55% of Neurochem's outstanding common shares. FMRC's direct and indirect beneficial ownership of Neurochem shares has now decreased to 601,000 common shares, representing 1.34% of Neurochem's common shares outstanding at July 31, 2007. Roberto Bellini has direct beneficial ownership of 53,700 common shares of Neurochem and Carlo Bellini of 54,200 of such shares, each representing 0.1% of Neurochem's shares outstanding as at July 31, 2007. Together with the interests of Rocabe in the Neurochem shares, their aggregate ownership and deemed ownership of Neurochem shares is 5,587,884 and 5,588,384 shares respectively, representing 12.5% of Neurochem's shares outstanding as at such date. Rocabe's interests in the common shares of Neurochem are for investment purposes only.

This press release does not constitute an admission that Roberto Bellini or Carlo Bellini in fact act jointly or in concert with Rocabe, that Picchio Pharma or Luxco in fact act jointly or in concert with FMRC, the Trustees or Alberta nor that Dr. Bellini or Yukon acted jointly or in concert with FMRC, the Trustees or Alberta with respect to the acquisition or disposition of securities of Neurochem.

Contact Information

  • Rocabe Investments Inc.
    Dr. Francesco Bellini
    514-282-0552 ext. 229