NeuroBioPharm to be Privatized by Neptune (NEPT)
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Neptune Technologies & Bioressources Inc (Nasdaq: NEPT) and NeuroBioPharm Inc. a subsidiary of Neptune, announce that they have entered into an arrangement agreement which will result in the indirect acquisition by Neptune of all of the issued and outstanding shares of NeuroBio. The Arrangement Agreement provides, amongst other things, that NeuroBio will amalgamate with a newly formed wholly-owned subsidiary of Neptune and that each shareholder of NeuroBio will receive, as applicable, (i) 0.046296296 share of Neptune for each Class A share of NeuroBio held, (ii) 0.185185185 share of Neptune for each Class B share of NeuroBio held, (iii) 0.092592593 share of Neptune for each Class G share of NeuroBio held, and (iv) 0.208333333 share of Neptune for each Class H share of NeuroBio held (the "Arrangement"). Holders of options, warrants or call options convertible into Class A shares of NeuroBio will maintain equivalent rights to receive common shares of Neptune upon exercise, as adjusted under the Arrangement to reflect the conversion ratio of the Class A shares of NeuroBio.
An interim order of the Superior Court of Québec granted today provides for, among other things, the calling and holding of a special meeting of shareholders to consider the Arrangement. The special meeting will be held at 9:00 a.m. (Eastern time) on Thursday, February 12, 2015 at the offices of Osler, Hoskin & Harcourt LLP, located at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec. All shareholders are encouraged to attend and vote their shares either in person or by proxy.
Neptune holds over 90% of all classes of NeuroBio shares. Neptune's board of directors approved the Arrangement and intends to vote all its shares of NeuroBio in favour of the Arrangement. Considering that Neptune holds over two-thirds of all classes of NeuroBio shares and that the Arrangement must be approved by not less than two-thirds of the votes cast by NeuroBio shareholders holding all classes of NeuroBio shares, voting separately as classes, Neptune will hold at the special meeting of NeuroBio shareholders a sufficient number of NeuroBio shares to approve the Arrangement.
The board of directors of Neptune and NeuroBio have unanimously approved the Arrangement, and the board of directors of NeuroBio recommends that shareholders vote FOR the special resolution with respect to the Arrangement. It is anticipated that the holders of securities of NeuroBio will benefit from the completion of the Arrangement in that such holders will receive Neptune Securities as consideration for their NeuroBio Securities. "They will also continue to participate in any value increases associated with NeuroBio and will benefit from owning shares in a value enhancing public company with increased size, scale and liquidity," highlighted Pierre Fitzgibbon, Chairman of Neptune. "As well the transaction simplifies the corporate structure and reduces costs associated with being a separate legal entity. Going forward, Neptune will build on NeuroBio's past accomplishments, focusing on nutraceutical neurological applications."
NeuroBio will mail in the coming days its management information circular to shareholders in connection with the Arrangement. The circular will provide important information on the Arrangement and related matters, including voting procedures.
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