Sunovion Pharma Completes Acquisition of Cynapsus Therapeutics (CYNA)

October 21, 2016 9:51 AM EDT
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Sunovion Pharmaceuticals Inc. and Cynapsus Therapeutics Inc. (Nasdaq: CYNA) announced that Sunovion has completed, through its wholly owned subsidiary, Sunovion CNS Development Canada ULC (the “Purchaser”), the previously announced acquisition of Cynapsus.

The Acquisition is aligned with Sunovion’s global strategy to expand and diversify its portfolio in key therapeutic areas, including neurology. Sunovion intends to advance the clinical development program for a novel formulation of apomorphine (“APL-130277”), which is a product candidate designed to be a fast-acting, easy-to-use, sublingual thin film for the on-demand management of OFF episodes associated with Parkinson’s disease (“PD”).

“OFF episodes impair the ability to move and maintain normal activities and are often highly distressing to people with Parkinson’s disease,” said Nobuhiko Tamura, Chairman and Chief Executive Officer, Sunovion. “We look forward to the completion of the clinical development program for the sublingual formulation of apomorphine, which, if approved, will be an important treatment option for OFF episodes associated with Parkinson’s disease. Sunovion’s acquisition of Cynapsus reinforces our vision to lead the way to a healthier world and our commitment to patients who are at the center of everything we do.”

Beneficial holders of common shares (“Shares”) and common share purchase warrants (“Warrants”) of Cynapsus are not required to take any action in respect of the closing of the Acquisition as payment is expected to be credited to the beneficial holders’ intermediary accounts through established procedures. Beneficial securityholders should contact their intermediary if they have any questions regarding this process. Registered holders of Cynapsus securities must submit certificates representing their securities and complete, sign, date and return the Letter of Transmittal sent to them with the other materials for the special meeting of Cynapsus securityholders held on October 13, 2016, in order to receive the consideration to which they are entitled. Registered Cynapsus securityholders who have not yet submitted the certificates for their securities and Letters of Transmittal are encouraged to do so as soon as possible. Any questions regarding payment of consideration for Registered securityholders, including any request for another copy of the Letter of Transmittal, should be directed to TSX Trust Company, via telephone at 1-800-600-5869 (toll free North America) or via email at TMXEInvestorServices@tmx.com.

In connection with the Acquisition, the Purchaser acquired 13,520,414 Shares and 1,885,452 Warrants, representing 100% of the outstanding Shares and Warrants, respectively. Holders of Shares received US$40.50 (or approximately CAD$53.62) in cash per Share and holders of Warrants received US$40.50 (or approximately CAD$53.62) in cash per Warrant, less the exercise price of such Warrant. The Acquisition values Cynapsus (including all Shares, Warrants and stock options of Cynapsus) at approximately US$635 million (or approximately CAD$841 million). As a result of the Acquisition, Cynapsus has become a wholly-owned subsidiary of Sunovion and the common shares of Cynapsus will cease to be traded on the NASDAQ Stock Market and Toronto Stock Exchange.

The Acquisition was completed by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). Cynapsus will continue under the laws of the province of British Columbia, following which the Purchaser, Cynapsus and a wholly-owned subsidiary of Cynapsus will amalgamate (the “Amalgamation”). Sunovion will be the sole shareholder of the amalgamated company, to be named Sunovion CNS Development Canada ULC (“Amalco”). Following the Amalgamation, Amalco will distribute substantially all of its assets to Sunovion. The Shares are expected to be delisted from the NASDAQ Stock Market and the Toronto Stock Exchange in due course and Sunovion and Amalco intend to apply for Cynapsus to cease to be a reporting issuer. In addition, as is customary following a transaction of this nature, the directors of Cynapsus resigned following the completion of the Arrangement, and were replaced by the then directors of the Purchaser, who will remain the directors of Amalco.



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