TORONTO, ONTARIO--(Marketwired - April 3, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Trimel Pharmaceuticals Corporation (TSX:TRL) (the "Company" or "Trimel") announced today that it has filed an amended and restated preliminary short form prospectus (the "Amended and Restated Preliminary Prospectus") providing details regarding changes to the previously announced proposed marketed offering (the "Offering") of units ("Units"), with each Unit consisting of one common share of the Company ("Common Share") and one-half of one common share purchase warrant. The Offering will be conducted through a syndicate of underwriters led by RBC Capital Markets (such syndicate, the "Underwriters").
As set out in further detail in the Amended and Restated Preliminary Prospectus, the Offering no longer includes the sale of any Common Shares by Mr. Eugene Melnyk. All Units to be sold pursuant to the Offering will be issued by the Company, and the Company will receive all net proceeds from the Offering. The Company will continue to grant the Underwriters an option to cover over-allotments and for market stabilization purposes (the "Over Allotment Option"), which will allow the Underwriters to purchase that number of additional Units equal to up to 15% of the offered Units. The Over Allotment Option may be exercised at any time up to 30 days after the closing of the Offering. As Mr. Melnyk is no longer participating in the Offering, he will not be providing any lock-up agreement in connection with the Offering. Based on information provided to the Company by representatives of Mr. Melnyk, the Company now understands that Mr. Melnyk will complete a refinancing on or about April 5, 2013, pursuant to which existing pledges in respect of the Common Shares held by Mr. Melnyk will be released. The Company further understands that certain of the Common Shares held by Mr. Melnyk may be pledged to the lenders in respect of this refinancing.
The Company intends to use the net proceeds from the sale of the Units to pay for the costs for completing the CompleoTRT™ New Drug Application, paying a milestone payment related to CompleoTRT™, manufacturing scale-up costs related to CompleoTRT™, costs of Tefina™ clinical trials, principal and interest payments and for general corporate purposes.
The Amended and Restated Preliminary Prospectus also includes updated disclosure in respect of a milestone payment payable to M&P Patent AG, ongoing legal proceedings and proposed amendments to the Company's loan and security agreement with GE Capital Healthcare Financial Services. A copy of the Amended and Restated Preliminary Prospectus is available on SEDAR at www.sedar.com.
The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time of pricing. The Offering is expected to close on or about April 19, 2013 and is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange and the entering into by the Company and the Underwriters of an underwriting agreement.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
Trimel Pharmaceuticals Corporation (TSX:TRL) - Trimel is a specialty pharmaceutical company actively developing medications for male hypogonadism, female sexual dysfunction and various respiratory disorders. CompleoTRT™, a product utilizing Trimel's licensed bioadhesive intranasal gel technology, has successfully completed its pivotal Phase III study for the treatment of male hypogonadism, a condition commonly referred to as "Low T", and Trimel is preparing to file its New Drug Application with the FDA in the second quarter of 2013. For more information, please visit www.trimelpharmaceuticals.com.
Notice regarding forward-looking statements:
Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, are assumptions regarding our future operational results. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual performance of the Company is subject to a number of risks and uncertainties, and could differ materially from what is currently expected as set out above. For more exhaustive information on these risks and uncertainties you should refer to our amended and restated preliminary short form prospectus dated April 3, 2013 which is available at www.sedar.com. Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time, whether as a result of new information, future events or otherwise, except as required by applicable securities law.