WEX Pharmaceuticals Inc.

WEX Pharmaceuticals Inc.

January 12, 2011 21:44 ET

WEX Recommends Acceptance of Increased Offer by Pharmagesic

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 12, 2011) - Pharmagesic (Holdings) Inc. ("Pharmagesic") and WEX Pharmaceuticals Inc. (TSX:WXI) ("WEX") jointly announced today that Pharmagesic, together with its wholly owned subsidiary 7735308 Canada Limited, is making a take-over bid for all of WEX's outstanding restricted voting shares not currently held by Pharmagesic at an offer price of C$0.14 cash per share, and that the independent committee (the "Independent Committee") of WEX's board of directors, and WEX's board of directors itself, have unanimously agreed to recommend that WEX shareholders accept the offer.

The C$0.14 offer price represents a premium of approximately 38% to the volume-weighted average closing price for WEX's restricted voting shares for the past 20 trading days. Pharmagesic, the holder of approximately 88.7% of WEX's issued and outstanding restricted voting shares and the sole Class A Share, had previously made a proposal to acquire the WEX shares not owned by it at an offer price of C$0.13 per share.

The Independent Committee received a fairness opinion from Ernst & Young LLP to the effect that the offer price is fair, from a financial point of view, to shareholders of WEX other than Pharmagesic and parties related to it. The offer price is within the range of values determined by Ernst & Young LLP in a formal valuation prepared under the supervision of the Independent Committee.

Simon Anderson, the Chair of the Independent Committee, stated: "We believe that the revised offer represents fair value for WEX shareholders. Additionally, the all-cash nature of the offer will provide shareholders with immediate liquidity for their interests."

The take-over bid will be subject only to customary conditions (and no minimum acceptance condition). The take-over offer and circular and related offering materials will be mailed to shareholders shortly. For further information, a copy of the offer and circular can be found on SEDAR at www.sedar.com.

About WEX Pharmaceuticals Inc.

WEX Pharmaceuticals Inc. is dedicated to the discovery, development, manufacture and commercialization of innovative drug products to treat pain. The Company's principal business strategy is to derive drugs from naturally occurring toxins and develop proprietary products for the global market.

About Pharmagesic (Holdings) Inc.

Pharmagesic (Holdings) Inc. is an indirect wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc. ("CKLS"). CKLS is a company listed on The Stock Exchange of Hong Kong Limited (stock code: 0775). Bearing the mission of improving the quality of life, CKLS is engaged in the business of research and development, manufacturing, commercialization, marketing and selling of environmental and human health products, and water business as well as investment in various financial and investment products. Products developed by CKLS are categorized into the areas of human health and environmental sustainability. CKLS is a member of the Cheung Kong Group. For additional information, please visit www.ck-lifesciences.com.

Forward Looking Statements and Information

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements and forward-looking information include, but are not limited to statements concerning the proposal from Pharmagesic. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include, but are not limited to statements or information with respect to known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and information. Such factors include, but are not limited to the following: the proposal from Pharmagesic. There can be no assurance that forward-looking statements or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. All forward-looking statements and information made herein, are qualified by this cautionary statement.

Contact Information

  • WEX Pharmaceuticals Inc.
    Simon Anderson
    Director and Chair - Special Committee
    1 604 836 5535
    Pharmagesic (Holdings) Inc.
    Mrs. Wendy Tong Barnes
    852 2122 2062