VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 4, 2011) - WEX Pharmaceuticals Inc. (TSX:WXI) ("WEX") announces that WEX's board of directors has approved the execution of an amalgamation agreement with a wholly-owned subsidiary of Pharmagesic (Holdings) Inc. ("Pharmagesic"), pursuant to which WEX will amalgamate with the subsidiary to form the amalgamated entity ("Amalco").
Pharmagesic's offer ("Offer") to acquire all of the restricted voting shares of WEX ("WEX Shares") expired on March 10, 2011. A special meeting of the shareholders of WEX will be held at 3:30 p.m. (Vancouver time) on May 4, 2011, to consider, and if deemed appropriate, to approve the proposed amalgamation and amalgamation agreement. An information circular ("Information Circular") will be mailed on or about April 7, 2011 to shareholders of record on April 4, 2011.
Subject to the terms of the amalgamation agreement, a holder of the WEX Shares (other than any dissenting shareholders and Pharmagesic) will receive one Class A redeemable preferred share of Amalco (a "Class A Redeemable Preferred Share") for each WEX Share. Following the amalgamation, the Class A Redeemable Preferred Shares will be redeemed by Amalco for $0.14 per Class A Redeemable Preferred Share, as described in the Information Circular.
The consideration to be received by shareholders pursuant to the amalgamation is the same as the consideration that was to be received by shareholders pursuant to the Offer.
The amalgamation, which is subject to the approval of WEX's shareholders, and the subsequent redemption of the Class A Redeemable Preferred Shares will constitute the subsequent acquisition transaction proposed by Pharmagesic in order to acquire all of the WEX Shares that Pharmagesic did not acquire pursuant to the previously announced Offer. Pharmagesic currently owns approximately 90.12% of the outstanding WEX Shares.
The special committee (the "Special Committee") of WEX's board of directors, and WEX's board of directors itself, have unanimously agreed to recommend that WEX shareholders accept the offer. The Special Committee received an updated fairness opinion from Ernst & Young LLP to the effect that the amalgamation is fair, from a financial point of view, to shareholders of WEX other than Pharmagesic and parties related to it. The offer price is within the range of values determined by Ernst & Young LLP in an updated formal valuation prepared under the supervision of the Special Committee.
Pharmagesic has advised WEX that it will vote the WEX Shares held by it in favour of the special resolution approving the amalgamation and amalgamation agreement. Accordingly, WEX anticipates that the amalgamation will be approved and will therefore take effect on or about May 5, 2011. At that time, an application will be made to the TSX for the WEX Shares to cease to trade on the TSX.
The Information Circular and Letter of Transmittal will be available on the SEDAR website at www.sedar.com following their mailing to holders of WEX Shares.
About WEX Pharmaceuticals Inc.
WEX Pharmaceuticals Inc. is dedicated to the discovery, development, manufacture and commercialization of innovative drug products to treat pain. The Company's principal business strategy is to derive drugs from naturally occurring toxins and develop proprietary products for the global market.
Forward Looking Statements and Information
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements and forward-looking information include, but are not limited to statements concerning the proposal from Pharmagesic. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include, but are not limited to statements or information with respect to known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and information. Such factors include, but are not limited to the following: the proposal from Pharmagesic. There can be no assurance that forward-looking statements or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. All forward-looking statements and information made herein, are qualified by this cautionary statement.