Trimel Pharmaceuticals Corporation

Trimel Pharmaceuticals Corporation

February 27, 2013 08:25 ET

Trimel Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Feb. 27, 2013) - Trimel Pharmaceuticals Corporation (TSX:TRL) (the "Company" or "Trimel") today announced that the board of directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan").

The Rights Plan is designed to encourage the fair treatment of the Company's shareholders in the event of any take-over bid for the Company's common shares. It provides the Board with sufficient time to assess and evaluate any unsolicited take-over bid, and to explore and develop, if appropriate, alternatives that enhance shareholder value and to give shareholders adequate time to consider any change of control transaction. The Company is not aware of any specific take-over bid for the Company's shares that has been made or is contemplated. The Company has, however, learned of certain information regarding the potential for a realization in respect of common shares of the Company held and pledged by the Company's principal shareholder, which shares may form part of a financial restructuring unrelated to the business of the Company. The Company understands that the timing for any potential realization is uncertain, but that it could result in the ownership of the common shares held by the Company's principal shareholder being transferred to unrelated third parties. In order to proactively protect the rights of shareholders of the Company if such realization action were to proceed, the Board has decided to implement the Rights Plan at the present time.

The Rights Plan provides for the issuance of one right in respect of each common share of the Company outstanding as of 5:00 p.m. (Toronto time) on February 26, 2013 (the "Effective Date") and each common share issued after such time. Each right entitles the holder of the right to purchase from the Company an additional common share of the Company at the exercise price, which has initially been set at $10.00, subject to the terms and conditions set forth in the Rights Plan.

The rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire beneficial ownership of shares which, when aggregated with its current holdings, total 20% or more of the Company's outstanding common shares without the approval of the Board. If such an event were to occur, and subject to the terms and conditions of the Rights Plan, each right held by shareholders other than the applicable acquiring person or any related persons, would be able to be exercised to allow the holder to acquire common shares of the Company at a substantial discount to the market price of the common shares at such time.

Notwithstanding the foregoing, the Rights Plan will not be triggered by the holding of 20% or more of the Company's common shares by certain "grandfathered" shareholders, including the current principal shareholder of the Company and his affiliates, associates and joint actors, as well as any bona fide lenders thereof holding a security interest in respect of the common shares of the Company held thereby. Additionally, the Board has the discretion to waive the application of the Rights Plan, and may choose to do so if it determines any transaction would be in the best interest of the Company.

The Rights Plan is effective immediately, but remains subject to the acceptance of the Toronto Stock Exchange. The Rights Plan will expire upon the earlier of: (a) the redemption of the rights issuable under the Rights Plan by the Company in accordance with the terms and conditions of the Rights Plan; and (b) the date that is 180 days after the Effective Date. A copy of the Rights Plan will be filed by the Company on SEDAR at

About Trimel

Trimel Pharmaceuticals Corporation (TSX:TRL) - Developing medications for Men's Health, Female Sexual Dysfunction and Respiratory Disease. Trimel is developing multiple product opportunities, including CompleoTRT™, a bioadhesive intranasal testosterone gel that has completed Phase III clinical efficacy testing in the United States. CompleoTRT™ is under investigation for the treatment of male hypogonadism, a condition commonly referred to as "Low T". For more information, please visit

For further information regarding Trimel Pharmaceuticals Corporation, please contact Tom Rossi, President and Chief Executive Officer at (905) 817-8194 or Kenneth Howling, Chief Financial Officer at (416) 679-0536 or via email at

Notice regarding forward-looking statements:

This press release contains forward-looking information. This forward-looking information is not based on historical facts but rather on the expectations of the Company's management regarding the future growth of the Company and its respective results of operations, performance and business prospects and opportunities. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives or economic performance, or the assumptions underlying any of the foregoing. This press release uses words such as "believe", "expect", "would", "will", "expects", "anticipates", "intends", "estimates", or similar expressions to identify forward-looking information. Such forward-looking information reflects the current beliefs of the Company's management based on information currently available to them.

Forward-looking information included in this press release is based, in part, on factors and assumptions that may change, thus causing actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking information. Such factors and assumptions include that: the Company will achieve, sustain or increase profitability, and will be able to fund its operations with existing capital, and/or it will be able to raise additional capital to fund operations; the Company will be able to attract and retain key personnel; the Company will be able to acquire any necessary technology or businesses and effectively integrate such acquisitions; the Company will be successful in developing and clinically testing products under development; the Company will be successful in obtaining all necessary approvals for commercialization of its products from the U.S. Food and Drug Administration, the Canadian Therapeutic Products Directorate or other regulatory authorities; the results of continuing and future safety and efficacy studies by industry and government agencies relating to the Company's products will be favourable; the Company's products will not be adversely impacted by competitive products and pricing; raw materials and finished products necessary for the Company's products will be available; the Company will be able to maintain and enforce the protection afforded by any patents or other intellectual property rights; the Company's products will be successfully licensed to third parties to market and distribute such products on favourable terms; the Company's key strategic alliances, out licensing and partnering arrangements, now and in the future, will remain in place and in force; the general regulatory environment will not change in a manner adverse to the business of the Company; the tax treatment of the Company and its subsidiaries will remain constant and the Company will not become subject to any material legal proceedings. The Company cautions that the foregoing list of assumptions is not exhaustive.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Risks related to forward-looking statements includes those risks described in the Company's Annual Information Form dated March 9, 2012 under the heading "Risk Factors" and updated by the Company's short form prospectus dated July 11, 2012 under the headings "Forward-Looking Statements" and "Risk Factors". Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this press release, and, accordingly, investors should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made and the Company undertakes no obligation to update any forward-looking information to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time and the importance of current factors may change from time to time and it is not possible for management of the Company to predict all of such factors, changes in such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information contained in this press release.

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