Knight Therapeutics Inc.

TSX VENTURE : GUD


Knight Therapeutics Inc.

March 06, 2014 10:41 ET

Knight Therapeutics Announces Over-Allotment Option in Previously Announced "Bought Deal" Private Placement of Special Warrants, Bringing Expected Proceeds to $75 Million

MONTREAL, QUEBEC--(Marketwired - March 6, 2014) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Knight Therapeutics Inc. ("Knight" or the "Company") (TSX VENTURE:GUD) is pleased to announce that due to the positive market reaction to its previously announced private placement bought deal offering (the "Offering") of 20,301,038 special warrants of Knight ("Special Warrants") for expected gross proceeds of $71,053,633, it has agreed to amend the Offering (the "Amended Offer") in order to grant to the syndicate of underwriters led by GMP Securities L.P. and including Cormark Securities Inc. (collectively, the "Underwriters") an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,127,542 Special Warrants on the same terms and conditions as under the Offering. The Over-Allotment Option may be exercised by the Underwriters at any time up to 48 hours prior to the closing of the Offering. Assuming the full exercise of the Over-Allotment Option, the aggregate gross proceeds of the Offering are expected to be approximately $75 million.

Under the Amended Offer, 3487911 Canada Inc. or an affiliate thereof ("3487911"), an entity controlled by the Company's President and Chief Executive Officer, Jonathan Ross Goodman, has agreed to purchase up to 6,052,739 Special Warrants under the Offering (approximately $21 million) and has agreed to forego its previously announced right to subscribe, subject to shareholder approval, for approximately 1.12 million additional common shares of Knight on the same terms as investors in the Offering under a concurrent private placement offering.

The Offering is expected to close on or about March 19, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The proceeds of the Offering will be used to fund Knight's future growth as well as for general corporate purposes.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Knight Therapeutics Inc.:

Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. Knight Therapeutics' shares began trading on the TSX-V on March 3, 2014 under the symbol GUD. For more information about Knight Therapeutics, please visit the Company's web site at www.gud-knight.com or at www.sedar.com.

This press release may contain forward-looking statements and predictions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The Company considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of the Company and its subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations, are discussed in the Company's final application for listing on the TSX Venture Exchange and can be found on SEDAR at www.sedar.com, which investors should consult for additional information. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events and except as required by law.

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

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