Carrus Capital Corporation

TSX VENTURE : CHQ


Carrus Capital Corporation

February 12, 2014 14:37 ET

Carrus Capital Corporation Announces Plan of Arrangement for Asset Spinoff

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 12, 2014) - Carrus Capital Corporation (TSX VENTURE:CHQ) ("Carrus") is pleased to announce that its board of directors has approved a resolution to undertake a plan of arrangement ("POA"), which will involve the divestiture or spinoff of certain assets into three new subsidiary companies. In that regard, Carrus has entered into an arrangement agreement dated effective February 12, 2014, with each of its three subsidiaries to effect the POA.

The board has decided to act upon this POA in an effort to differentiate its assets. By undertaking this POA, Carrus will create better definition between the investment business, its core focus, and that of the historical biotech assets, which will heretofore exist within wholly owned holding companies. This strategy will enable Carrus to spin off and divest its pharmaceutical portfolio, largely consisting of but not limited to Omiganan 1% gel (cationic peptide), also known as Omigard™ and MX-226, for the prevention of catheter-related infections (topical); Omiganan for dermatological diseases (cationic peptide), also known as CLS001, for the treatment of rosacea and other dermatological diseases (topical); MX-2401 (lipopeptide) for the treatment of serious Gram-positive bacterial infections (intravenous); and SB-9000 (dinucleotide), also known as MX-1313, for the treatment of hepatitis B virus (HBV) infections.

Carrus shareholders will receive from each subsidiary the number of common shares equal to the issued and outstanding common shares of Carrus held by the shareholder as of the share distribution record date, multiplied by a conversion factor and subject to a 5:1 consolidation effect.

Shareholders entitled to vote on the POA will be defined as those holders of common shares as of the record date of January 23, 2014.

Carrus and each of its subsidiaries will serve different markets and are subject to different competitive forces and will require diverse short-term and long-term strategies. The separation of the biotech assets into three independent companies, each with its own board of directors, will provide management of each company with a sharper business focus. This will permit the companies to pursue independent business strategies best suited to their business plans and allow them to pursue opportunities in their respective markets.

As separate companies, Carrus and each of its subsidiaries will have enhanced access to the capital necessary to finance their respective growth strategies. By establishing three separate public companies with independent public reporting, investors and analysts can evaluate more easily each company relative to its respective assets.

The board and management believe the POA, when consummated, will provide a platform for growth for the shareholders of Carrus as it will provide an immediate interest in the different companies and afford a secure and expedient development path for the development of various businesses in the subsidiaries. The spinoff is expected to provide a number of benefits to the existing investors of Carrus, not the least of which will be as shareholders of all three new companies.

After the spinoff, Carrus' operations will focus on increasing shareholder value through the identification of and investment in securities of publicly listed corporations offering capital appreciation potential. Investments will be acquired and held for short-term gains or long-term capital appreciation, dependent upon the specific investment. Carrus may also invest in private companies. The paramount goal of Carrus will be to generate maximum returns from its investments.

The POA is subject to the approval by the shareholders of Carrus at its upcoming annual and special meeting on March 13, 2014, the Supreme Court of British Columbia, and the TSX Venture Exchange. The company will be providing full details of the plan of arrangement in its annual and special meeting information circular, to be mailed to shareholders prior to the annual and special meeting, and filed on SEDAR.

About the Company

Carrus Capital Corporation's primary business is the identification of and strategic investment in securities of publicly listed corporations offering capital appreciation potential. Investments will be acquired and held for both short-term gains and long-term capital appreciation, dependent upon the specific investment.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Carrus Capital Corporation
    Bruce Schmidt
    Chief Executive Officer
    (604) 760 - 0160