Canada Business Corporations Act

Appili Therapeutics Signs Definitive Agreement to be Acquired by Aditxt, Inc.

Retrieved on: 
Tuesday, April 2, 2024
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HALIFAX, Nova Scotia, April 02, 2024 (GLOBE NEWSWIRE) -- Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (“Appili”), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Aditxt Inc. (NASDAQ: ADTX) (“Aditxt”), a Richmond, Virginia- based company dedicated to discovering, developing, and deploying promising health innovation, through its wholly-owned subsidiary, Adivir, Inc. (“Adivir” or the “Buyer”), agreed to acquire all of the issued and outstanding Class A common shares (the "Appili Shares") of Appili by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction").

Key Points: 
  • We welcome this new chapter, confident that together, we will achieve even greater heights in deploying innovative healthcare solutions.” said Dr. Don Cilla, President and CEO of Appili Therapeutics.
  • Under the terms of the Arrangement Agreement, Adivir will acquire all of the issued and outstanding Appili Shares, with each Appili Shareholder receiving the Transaction Consideration.
  • The Transaction is subject to the approval of at least two-thirds of the votes cast by the Appili Shareholders at the Appili Meeting.
  • Bloom Burton Securities Inc. acted as financial advisor to the Appili Board and BDO Canada LLP acted as independent financial advisor to the Appili Special Committee.

Aeterna Zentaris Reports Fourth Quarter and Full Year 2023 Financial Results and Announces Completion of Enrollment in Ongoing Pivotal DETECT-Trial for the Diagnosis of Childhood-Onset Growth Hormone Deficiency

Retrieved on: 
Wednesday, March 27, 2024
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TORONTO, ONTARIO, March 27, 2024 (GLOBE NEWSWIRE) -- Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products, today reported its financial and operating results for the year ended December 31, 2023 and provided an update on the completion of enrollment for its ongoing Phase 3 safety and efficacy study AEZS-130-P02 (the "DETECT-trial") evaluating macimorelin for the diagnosis of Childhood Onset Growth Hormone Deficiency ("CGHD").

Key Points: 
  • The Company completed enrollment of all patients in the DETECT-trial and expects that the last patient will receive the patient’s first growth hormone stimulation test using macimorelin in April 2024.
  • The study included approximately 100 subjects in Europe and North America.
  • Dr. Klaus Paulini, Chief Executive Officer of Aeterna commented, “With enrollment now completed in the DETECT-trial, we expect the completion of the DETECT-trial in the second quarter and Top-Line Data in the third quarter of this year.
  • The Company had $34.0 million in cash and cash equivalents at December 31, 2023.

SC2 Inc. Announces Offer to Purchase Common Shares of Sherritt International Corporation

Retrieved on: 
Tuesday, April 9, 2024
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CALGARY, AB, April 8, 2024 /CNW/ - SC2 Inc. ("SC2") is pleased to announce an offer (the "Offer") to purchase up to 21,621,621 common shares of Sherritt International Corporation (TSX: S) ("Sherritt") at a price of $0.37 per common share (the "Purchase Price"), payable in cash.

Key Points: 
  • CALGARY, AB, April 8, 2024 /CNW/ - SC2 Inc. ("SC2") is pleased to announce an offer (the "Offer") to purchase up to 21,621,621 common shares of Sherritt International Corporation (TSX: S) ("Sherritt") at a price of $0.37 per common share (the "Purchase Price"), payable in cash.
  • If the Offer is withdrawn by SC2, SC2 shall cause all common shares delivered pursuant to the Offer to be returned to the shareholders.
  • Full details of the Offer are included in the Letters, including complete instructions for the tendering and delivery of common shares to SC2.
  • Deposited common shares may be withdrawn at any time prior to the time they are taken up by SC2.

KARORA RESOURCES ANNOUNCES MERGER TRANSACTION WITH WESTGOLD RESOURCES

Retrieved on: 
Monday, April 8, 2024
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TORONTO, April 7, 2024 /CNW/ - Karora Resources Inc. (TSX: KRR) (OTCQX: KRRGF) ("Karora") and Westgold Resources Limited (ASX: WGX) (OTCQX: WGXRF) ("Westgold") have agreed to combine in a merger pursuant to which Westgold will acquire 100% of the issued and outstanding common shares of Karora ("Karora Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act ("CBCA") ("Transaction").

Key Points: 
  • TORONTO, April 7, 2024 /CNW/ - Karora Resources Inc. (TSX: KRR) (OTCQX: KRRGF) ("Karora") and Westgold Resources Limited (ASX: WGX) (OTCQX: WGXRF) ("Westgold") have agreed to combine in a merger pursuant to which Westgold will acquire 100% of the issued and outstanding common shares of Karora ("Karora Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act ("CBCA") ("Transaction").
  • Karora shareholders will receive 2.5241 Westgold fully paid ordinary shares ("Westgold Shares"), A$0.68 (C$0.611) in cash and 0.30 of a share in a new company to be spun-out from Karora ("SpinCo") for each Karora Share held at the closing of the Transaction ("Offer Consideration").
  • Upon completion of the Transaction, existing Westgold and Karora shareholders will own approximately 50.1% and 49.9% of Enlarged Westgold, respectively.
  • The Transaction has been unanimously approved by the boards of directors of Westgold and Karora, and Karora's board of directors unanimously recommends that Karora shareholders vote in favour of the Transaction.

Aditxt Signs a Definitive Agreement to Acquire Appili Therapeutics Inc., Developer of a Biodefense Vaccine Funded by the U.S. Department of Defense (DoD)

Retrieved on: 
Tuesday, April 2, 2024
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The U.S. FDA's approval of LIKMEZ highlighted Appili’s capacity to identify and develop significant opportunities within the infectious disease domain.

Key Points: 
  • The U.S. FDA's approval of LIKMEZ highlighted Appili’s capacity to identify and develop significant opportunities within the infectious disease domain.
  • Appili licensed the manufacturing and commercialization rights in the U.S. and other selected territories to Saptalis Pharmaceuticals, LLC (“Saptalis”).
  • Appili, in collaboration with Saptalis, continued the product's development, ultimately achieving FDA approval in the United States.
  • With FDA approval, future revenue is expected to be derived from milestone payments and royalties from Saptalis under the license agreement.

Nuvei enters into agreement to be taken private by Advent International, alongside existing Canadian shareholders Philip Fayer, Novacap and CDPQ at a price of US$34.00 per share

Retrieved on: 
Monday, April 1, 2024
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MONTREAL, April 1, 2024 /PRNewswire/ -- Nuvei Corporation ("Nuvei" or the "Company") (Nasdaq: NVEI) (TSX: NVEI), today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") to be taken private by Advent International ("Advent"), one of the world's largest and most experienced global private equity investors, with the support of each of the Company's holders of multiple voting shares ("Multiple Voting Shares"), being Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, "Novacap") and CDPQ, via an all-cash transaction which values Nuvei at an enterprise value of approximately US$6.3 billion. The Company will continue to be based in Montreal.

Key Points: 
  • Nuvei will benefit from the significant resources, operational, and sector expertise, as well as the capacity for investment provided by Advent.
  • Philip Fayer will remain Nuvei's Chair and Chief Executive Officer and will lead the business in all aspects of its operations.
  • Fayer continued: "Our strategic initiatives have always focused on accelerating our customers revenue, driving innovation across our technology, and developing our people.
  • Bringing in a partner with such extensive experience in the payments sector will continue to support our development."

mdf commerce enters definitive agreement to be acquired by KKR

Retrieved on: 
Monday, March 11, 2024
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Upon completion of the Transaction, mdf commerce will become a privately held company.

Key Points: 
  • Upon completion of the Transaction, mdf commerce will become a privately held company.
  • “We are excited to strategically partner with KKR to accelerate our expansion and scale our industry-leading platform even further.
  • I am confident that KKR is the ideal partner for mdf commerce and can contribute to the Company’s continued success.”
    “KKR is closely aligned with management’s vision to accelerate technology innovation across the broader mdf commerce platforms,” said John Park, Partner at KKR.
  • “We look forward to the enormous opportunity ahead for the mdf commerce eProcurement platform as governments increasingly embrace digital solutions.

Ceapro Provides Business Update on Progress of Ongoing Development Programs, Technology and Cosmeceutical Base Business

Retrieved on: 
Friday, February 23, 2024
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EDMONTON, Alberta, Feb. 23, 2024 (GLOBE NEWSWIRE) -- Ceapro Inc. (TSX-V: CZO; OTCQX: CRPOF) (“Ceapro” or the “Company”), today provided an update on its progress across its current business.

Key Points: 
  • EDMONTON, Alberta, Feb. 23, 2024 (GLOBE NEWSWIRE) -- Ceapro Inc. (TSX-V: CZO; OTCQX: CRPOF) (“Ceapro” or the “Company”), today provided an update on its progress across its current business.
  • In addition to the proposed Arrangement, the Company continues to execute on progress across its ongoing development projects, as detailed below.
  • “We continue to make promising progress across all areas of our business.
  • Given the recent developments, we anticipate that all key success factors will align to expand our business model.

AYR Completes Previously Announced Plan of Arrangement

Retrieved on: 
Wednesday, February 7, 2024
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AYR has completed its previously announced plan of arrangement transactions, including extending the maturity of all of its Senior Notes due 2024 and certain other debt by two years.

Key Points: 
  • AYR has completed its previously announced plan of arrangement transactions, including extending the maturity of all of its Senior Notes due 2024 and certain other debt by two years.
  • AYR raised US$40 million of new capital through the issuance of US$50 million of additional Senior Notes maturing in 2026.
  • MIAMI, Feb. 07, 2024 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, is pleased to announce that it has successfully completed its previously announced court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”), implementing those transactions described in the Company’s management information circular dated November 15, 2023 (the “Circular”).
  • AYR CEO David Goubert said: “The consummation of the plan of arrangement is the culmination of a series of actions taken over the past year that seek to ensure the financial strength of AYR.

AYR Announces Closing Date for Previously Announced Plan of Arrangement is targeted for on or around February 7, 2024

Retrieved on: 
Wednesday, January 31, 2024
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As such, the closing of the Arrangement is targeted for on or around February 7, 2024, and the record date for determining the Shareholders (as defined below) entitled to receive the Anti-Dilutive Warrants (as defined below) pursuant to the Arrangement has been set as the close of business on February 5, 2024.

Key Points: 
  • As such, the closing of the Arrangement is targeted for on or around February 7, 2024, and the record date for determining the Shareholders (as defined below) entitled to receive the Anti-Dilutive Warrants (as defined below) pursuant to the Arrangement has been set as the close of business on February 5, 2024.
  • Stikeman Elliott LLP and Weil Gotshal & Manges LLP are acting as the Company’s Canadian and U.S. legal counsel, respectively.
  • Ducera Partners LLC is serving as financial advisor to the supporting holders of the Senior Notes (the “Supporting Senior Noteholders”).
  • Goodmans LLP and Paul Hastings LLP are acting as the Supporting Senior Noteholders’ Canadian and U.S. legal counsel, respectively.