Clementia Pharmaceuticals Inc. Announces Receipt of Final Court Approval for Plan of Arrangement With Ipsen S.A.
11 Abril 2019 - 11:00AM
Clementia Pharmaceuticals Inc. (Nasdaq: CMTA) ("Clementia" or
the "Corporation") is pleased to announce that the Québec Superior
Court issued earlier today a final order approving the previously
announced statutory plan of arrangement under the Canada Business
Corporations Act pursuant to which a wholly-owned subsidiary of
Ipsen S.A. will acquire all of the issued and outstanding common
shares of Clementia for US$25.00 per share in cash upfront on
completion of the transaction plus a deferred payment on the
achievement of a future regulatory milestone in the form of a
contingent value right of US$6.00 per share payable upon the U.S.
Food and Drug Administration's (FDA) acceptance of submission of a
new drug application (NDA) filing for palovarotene for the
treatment of multiple osteochondromas (MO) on or prior to
December 31, 2024.
It is currently anticipated that the arrangement
will be completed on or about April 17, 2019, subject to the
satisfaction or waiver of certain conditions precedent to the
arrangement. Following completion of the arrangement, it is
anticipated that the common shares of the Corporation will be
delisted from Nasdaq. The Corporation will also apply to cease to
be a reporting issuer under applicable Canadian securities laws.
Further details regarding the arrangement are set out in the
management information circular dated March 7, 2019 which is
available on Clementia's profile at www.sedar.com.
About Clementia Pharmaceuticals
Inc.
Clementia is a clinical-stage company innovating
treatments for people with ultra-rare bone disorders and other
diseases with high medical need. Clementia is preparing to submit
an NDA in the second half of 2019 to seek approval of its lead
product candidate, palovarotene, a novel RARγ agonist, for
fibrodysplasia ossificans progressiva (FOP). The ongoing Phase 3
MOVE Trial is evaluating an additional dosing regimen of
investigational palovarotene for the treatment of FOP. Palovarotene
is also in a Phase 2 trial, the MO-Ped Trial, for the treatment of
MO, also known as multiple hereditary exostoses (MHE). In addition,
Clementia has commenced a Phase 1 trial for an eye drop formulation
of palovarotene for the potential treatment of dry eye disease and
is also investigating other conditions that may benefit from RARγ
therapy. For more information, please visit www.clementiapharma.com
and connect with us on Twitter @ClementiaPharma.
Forward Looking
Statements
This press release may include "forward-looking
statements" within the meaning of the applicable securities laws,
including with respect to the timing and completion of the
arrangement, the proposed timing of filings and submissions with
the FDA for palovarotene and the impact of the proposed transaction
on Clementia and the operations of Clementia post-transaction. Each
forward-looking statement contained in this press release is
subject to known and unknown risks and uncertainties and other
unknown factors that could cause actual results to differ
materially from historical results and those expressed or implied
by such statement. In addition to statements which explicitly
describe such risks and uncertainties, readers are urged to
consider statements labeled with the terms "believes", "belief,"
"expects," "intends," "anticipates," "will," or "plans" to be
uncertain and forward-looking. Applicable risks and uncertainties
include, among others, the risk that a condition to closing of the
arrangement may not be satisfied, the outcome of the FDA approval
of palovarotene product candidate for the treatment of MO,
Clementia's ability to successfully complete in a timely manner the
studies required to be completed in order to submit the NDA,
Clementia's ability to generate revenue and become profitable, the
risks related to its heavy reliance on palovarotene, its only
current product candidate, the risks associated with the
development of palovarotene and any future product candidate,
including the demonstration of efficacy and safety, Clementia's
dependence on licensed intellectual property, including the ability
to source and maintain licenses from third-party owners; as well as
the risks identified in Clementia's public filings with the SEC and
the Québec Autorité des Marchés Financiers. Clementia cautions
investors not to rely on the forward-looking statements contained
in this press release when making an investment decision in their
securities. Investors are encouraged to read Clementia's filings
with the SEC or on SEDAR, available at www.sec.gov or
www.sedar.com, for a discussion of these and other risks and
uncertainties. The forward-looking statements in this press release
speak only as of the date of this press release, and Clementia
undertakes no obligation to update or revise any of these
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Contacts
Joseph WalewiczEVP, Business and Corporate
Development+1 (514) 940-1080investors@clementiapharma.com
Clementia Pharmaceuticals Inc. (NASDAQ:CMTA)
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