IntelGenx Technologies Corp.

IntelGenx Technologies Corp.

July 27, 2009 14:18 ET

Early Warning System

ST. LAURENT, QUEBEC--(Marketwire - July 27, 2009) - Ingrid Zerbe, 6425 Abrams, St. Laurent, Quebec H4S 1X9 (the "Offeror") acquired ownership of 1,021,713 shares in the capital stock of 6544631 Canada Inc. ("Exchangeco") designated as Class A Special Shares ("Special Shares") and beneficial ownership of 1,021,713 shares of common stock (the "Trust Shares") in the capital of IntelGenx Technologies Corp. ("Issuer") held in trust by Equity Transfer & Trust Company. A number of shares of common stock ("Common Shares"), including without limitation, the Trust Shares, are held by Equity Transfer & Trust Company (the "Trustee") in its capacity as trustee as security for the Issuer's obligations under the rights, conditions, restrictions and privileges of the Special Shares ("Special Share Terms") set forth in the articles of Exchangeco, a Support Agreement ("Support Agreement") dated April 28, 2006 among the Issuer, Exchangeco and the Trustee and an Exchange and Voting Trust Agreement ("Exchange and Voting Trust Agreement") dated April 28, 2006 among the Issuer, Exchangeco, the Trustee and the holders of Special Shares. Under the Special Shares Terms, the Support Agreement and the Exchange and Voting Trust Agreement, the Offeror has the right to exchange the Special Shares for a like number of Common Shares at any time ("Exchange Rights"). The Special Shares acquired in the transaction represented approximately 9.3% of the outstanding Special Shares on the date of the acquisition. In the event of the exchange of all of the Special Shares for Common Shares upon exercise of the Exchange Rights, the Offeror would receive from the Trustee 1,021,713 Common Shares representing 4.89% of the issued and outstanding Common Shares of IntelGenx Technologies Corp. on the date of the acquisition.

Immediately after the acquisition, the Offeror held 5,731,356.5 Special Shares which were exchangeable for 5,731,356.5 Common Shares representing 27.45% of the issued and outstanding Common Shares of the Issuer immediately after the acquisition. Additionally, at the date of the acquisition, the Offeror held options ("Employee Options") entitling the Offeror to purchase 225,000 Common Shares. Upon an exchange of all of the Special Shares for Common Shares and the exercise of all of the Employee Options held by the Offeror, the Offeror would hold 5,956,356.5 Common Shares, in aggregate, representing 27.93% of the issued and outstanding Common Shares immediately after the acquisition.

The acquisition was not completed in any market or on any stock exchange. The acquisition was a privately negotiated transaction. The acquisition of securities described in this report was completed pursuant to the "private agreement" exemption from formal bid requirements set forth in Sub-section 100.1(1) of the Securities Act (Ontario) and corresponding sections in applicable securities laws of other provinces. The purchase was made from less than five persons or companies in the aggregate, the bid was not made generally to holders of Special Shares or Common Shares and the value of the consideration paid is no more than 115% of the value of the Special Shares and 115% of the market price of the Common Shares.

The Offeror paid Cdn. $4,145.97 in aggregate for the 1,021,713 Special Shares and beneficial ownership of the Trust Shares purchased by the Offeror under the transaction.

The Offeror completed the acquisition in order to increase the Offeror's investment in the Issuer. The Offeror has no current plan or proposal which relates to, or would result in, acquiring ownership or control over additional securities of the Issuer. The Offeror may or may not purchase or sell additional securities of the Issuer in the future on the open market or in private transactions, depending on market conditions and other factors material to an investor's investment decisions.

For further information and to receive a copy of a report filed by the Offeror in connection with the acquisition of securities referred to above, please contact Ingrid Zerbe at ph. (514) 331-7440 (ext. 202).

Contact Information

  • IntelGenx Technologies Corp.
    Ingrid Zerbe
    (514) 331-7440 (ext. 202)