Tavistock Life Sciences

April 04, 2011 18:02 ET

Tavistock Life Sciences Acquires More Than 10% of the Common Shares of MethylGene Inc.

MONTREAL, QUEBEC--(Marketwire - April 4, 2011) - Boxer Capital, LLC and MVA Investors, LLC (collectively, "Tavistock Life Sciences") announces that they purchased a total of 52,292,839 units of MethylGene Inc., for an amount of $6,500,000 (the "Units"). Each Unit consists of one common share (a "Common Share") of MethylGene and thirty one-hundredths (0.30) of a common share purchase warrant (each whole common share purchase warrant, a " Warrant"). Each whole Warrant shall be exercisable for a period of five years and entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $0.1492.

Tavistock Life Sciences currently holds an aggregate of 52,292,839 Common Shares representing 16.45% of the 317,913,336 issued and outstanding Common Shares. In the event that all the Warrants held by Tavistock Life Sciences are also exercised, Tavistock Life Sciences' holding would increase to 67,980,690 Common Shares, or 20.38% of the total number of Common Shares issued and outstanding, including the Common Shares to be issued upon exercise of Warrants by Tavistock Life Sciences.

The Common Shares were purchased for investment purposes. Tavistock Life Sciences may acquire additional Common Shares in the future, but, as of the date hereof, it has no intention of acquiring such number of Common Shares as would result in it beneficially controlling or owning (or being deemed to own) at least 20% of the issued and outstanding Common Shares of MethylGene Inc.

Preemptive Right: Tavistock Life Sciences has been granted a pre-emptive right to acquire, in proportion to its holding in MethylGene, any equity or voting securities subsequently issued by MethylGene for a term of up to 48 months following the closing of the offering.

Oberver and Director: For a period of two years starting April 4, 2011, Tavistock Life Sciences has the right to appoint one observer to the board of directors of MethylGene (the "Board"), with no voting right. In addition to appointing an observer, Tavistock Life Sciences has the right, for that same period of two years, to nominate one person to the Board, subject to certain conditions.

Exercise Limitation: Tavistock Life Sciences shall not have the right to exercise any portion of its Warrants and MethylGene shall not effect any exercise of Warrants held by Tavistock Life Sciences, to the extent that after giving effect to such exercise, Tavistock Life Sciences would beneficially own in excess of 19.99% of the Common Shares outstanding immediately after giving effect to such exercise. Notwithstanding any such limitations, Tavistock Life Sciences will have the right to exercise its Warrants upon consummation of certain transactions, such as a merger, the sale of all or substantially all of the assets of MethylGene, a take-over bid or a similar transaction.

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