FMRC Family Trust

July 12, 2007 09:30 ET

FMRC Family Trust Transfers Partial Control over Neurochem Shares to Dr. Bellini

CALGARY, ALBERTA--(Marketwire - July 12, 2007) - This press release is issued jointly by FMRC Family Trust ("FMRC") and its trustees, Messrs. John W. Churchill and Vernon H. Strang (the "Trustees"), and by Dr. Francesco Bellini, as required by Canadian provincial securities legislation. Until this day FMRC owned 50% of the outstanding shares of Picchio Pharma Inc. Pursuant to applicable securities legislation, the Trustees are deemed to be joint actors of FMRC and Picchio Pharma Inc. is deemed to be a joint actor of FMRC. FMRC and the Trustees are therefore 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, in determining their ownership of the securities of Neurochem Inc. for reporting purposes under the Early Warning System. Dr. 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, FMRC reports that pursuant to a share exchange transaction effected on July 12, 2007, it has transferred all of the shares it owned in the capital of Picchio Pharma, being common shares and class F special shares, to its wholly-owned subsidiary, 1324286 Alberta Ltd. ("Alberta"), in exchange for common shares of Alberta. The class F special shares in the capital of Picchio Pharma track the economic value and right of disposition of 5,534,184 common shares of Neurochem held by Luxco and their value for exchange purposes was determined on the basis of the current market price of the Neurochem shares.

Pursuant to a further share exchange transaction effected on the same day, Alberta transferred all of the newly acquired class F special shares in the capital of Picchio Pharma to 18056 Yukon Inc. ("Yukon"), a company whose common shares then belonged to FMRC and voting shares to Dr. Bellini, in exchange for preferred shares of Yukon. The value of the shares so exchanged was the same as in the previous transaction.

As a result of these transactions, Alberta is now deemed to be a joint actor of FMRC and the Trustees and Dr. Bellini is deemed to be a joint actor of Yukon. Also, while the aggregate ownership of FMRC, the Trustees, Alberta, Picchio Pharma and Luxco remained unchanged at 11,648,968 common shares of Neurochem, representing approximately 30.0% of Neurochem's common shares outstanding as at April 30, 2007, Yukon thus acquired the direct, and Dr. Bellini thus acquired the indirect, right of disposition of 5,534,184 common shares of Neurochem, representing 14.3 % of Neurochem's common shares outstanding as at such date, and FMRC's economic interest in these shares remained unchanged. Dr. Bellini also has direct beneficial ownership of 166,666 common shares of Neurochem, representing 0.43 % of Neurochem's common shares outstanding as at such date, as well as options to purchase within 60 days 490,833 common shares of Neurochem which, if exercised, would represent an additional 1.27 % of Neurochem's common shares then outstanding. Dr. Bellini's total ownership or control over the common shares would thus represent 16.0 % of Neurochem's outstanding common shares. Dr. Bellini's interests in the Neurochem common shares are for investment purposes only.

This press release does not constitute an admission that Picchio Pharma or Luxco act jointly or in concert with FMRC, the Trustees or Alberta or that Dr. Bellini or Yukon act jointly or in concert with FMRC, the Trustees or Alberta with respect to the acquisition or disposition of securities of Neurochem.

Contact Information

  • Denise Dunn McMullen
    403-260-0361