CarCor Investment Holdings LLC

November 18, 2013 18:05 ET

CarCor Investment Holdings LLC Announces Acquisition of 2,481,596 Common Shares of Cardiome Pharma Corp.

TORONTO, ONTARIO--(Marketwired - Nov. 18, 2013) - CarCor Investment Holdings LLC ("CarCor") announces that it has acquired ownership of 2,481,596 common shares (the "Purchased Shares") of Cardiome Pharma Corp. ("Cardiome"), pursuant to a Stock and Asset Purchase Agreement ("Agreement") with CarCor, Cardiome, Cardiome International AG, a wholly-owned subsidiary of Cardiome ("Asset Purchaser"), Murk Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Asset Purchaser ("Unit Purchaser") and Correvio LLC, a Delaware limited liability company ("Correvio") and wholly-owned subsidiary of CarCor. Under the Agreement, in exchange for the Purchased Shares and certain other consideration the Asset Purchaser and Unit Purchaser acquired (a) certain assets of Correvio; (b) all outstanding shares of equity securities or other voting securities of, or ownership interests in, the subsidiaries of Correvio; (c) all accounts receivable payable to Correvio from its subsidiaries; and (d) all of the outstanding units of Correvio. Prior to the completion of the transactions provided for in the Agreement ("Transactions"), CarCor did not own or control any Cardiome common shares. The Purchased Shares represent approximately 16.6% of the outstanding common shares of Cardiome following the completion of the Transactions.

The value attributed under the Agreement to the Purchased Shares, in U.S. dollars, was based on the five-day NASDAQ volume weighted average price of the Cardiome common shares of US $3.90 per share or C$4.06653 per share, using the noon Bank of Canada rate on November 18, 2013 of 1.0427 to convert U.S. dollars into Canadian dollars. CarCor is resident in the United States and is advised that Cardiome relied upon the prospectus exemption available under BC Instrument 72-503 - Distribution of Securities Outside of British Columbia in issuing the Purchased Shares to CarCor.

CarCor acquired the Purchased Shares as part consideration for the sale of Correvio and its subsidiaries pursuant to the Agreement. CarCor may in the future take such actions in respect of its shareholdings in Cardiome as it may deem appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of Cardiome through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market, in privately negotiated transactions to one or more purchasers or pursuant to prospectus qualified offerings of its Purchased Shares.

A copy of the text of CarCor's related early warning report is attached as Schedule A to this press release.

Schedule A

Early Warning Report

EARLY WARNING REPORT

FILED UNDER NATIONAL INSTRUMENT 62-103

1. Name and address of the offeror

Carcor Investment Holdings LLC (the "Offeror")
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

2. The designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On November 18, 2013, the Offeror acquired ownership of 2,481,596 common shares ("Cardiome Shares") of Cardiome Pharma Corp. ("Cardiome") pursuant to a Stock and Asset Purchase Agreement ("Agreement") with Offeror, Cardiome, Cardiome International AG, a wholly-owned subsidiary of Cardiome ("Asset Purchaser"), Murk Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Asset Purchaser ("Unit Purchaser") and Correvio LLC, a Delaware limited liability company ("Correvio") and wholly-owned subsidiary of Offeror. Under the Agreement, in exchange for 2,481,596 Cardiome Shares and certain other consideration the Asset Purchaser and Unit Purchaser acquired (a) certain assets of Correvio; (b) all outstanding shares of equity securities or other voting securities of, or ownership interests in, the subsidiaries of Correvio; (c) all accounts receivable payable to Correvio from its subsidiaries; and (d) all of the outstanding units of Correvio. Prior to the completion of the transactions provided for in the Agreement ("Transactions"), the Offeror did not own or control any Cardiome Shares. The 2,481,596 Cardiome Shares acquired by the Offeror pursuant to the Agreement represent approximately 16.6% of the outstanding Cardiome common shares.

3. The designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

Subsequent to the completion of the Transactions, the Offeror holds 2,481,596 Cardiome Shares representing approximately 16.6% of the outstanding Cardiome Shares.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(i) the Offeror, either alone or together with joint actors, has ownership and control,
See item #3.

(ii) the Offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor,

Not applicable.

(iii) the Offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

Not applicable.

6. The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

The value attributed under the Agreement to the Cardiome Shares, in U.S. dollars, was based on the five-day NASDAQ volume weighted average price of the Cardiome Shares of US $3.90 per share or C$4.06653 per share, using the noon Bank of Canada rate on November 18, 2013 of 1.0427 to convert U.S. dollars into Canadian dollars.

7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The Offeror acquired the Cardiome Shares as part consideration for the sale of Correvio and its subsidiaries pursuant to the Agreement. The Offeror may in the future take such actions in respect of its shareholdings in Cardiome as it may deem appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of Cardiome through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market, in privately negotiated transactions to one or more purchasers or pursuant to prospectus qualified offerings of its Cardiome Shares.

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

In addition to the Agreement, Offeror and Cardiome entered into a Registration Rights Agreement dated November 18, 2013, pursuant to which Cardiome has granted certain registration rights to the Offeror and the Offeror has agreed to certain restrictions on its ability to transfer its Cardiome Shares for a period of six months.

9. The names of any joint actors in connection with the disclosure required by this form.

Not applicable.

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror.

The value of US$9,678,224.40 (C$10,091,484.58, using the noon Bank of Canada rate on November 18, 2013 of 1.0427 to convert U.S. dollars into Canadian dollars) attributed to the 2,481,596 Cardiome Shares under the Agreement was based on the five-day NASDAQ volume weighted average price of the Cardiome Shares of US $3.90 per share.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities.

Not applicable.

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

The Offeror is resident in the United States and is advised that Cardiome relied upon the prospectus exemption available under BC Instrument 72-503 - Distribution of Securities Outside of British Columbia.

Contact Information

  • CarCor Investment Holdings LLC
    c/o The Corporation Trust Company
    Corporate Trust Center
    1209 Orange Street
    Wilmington, DE 19801