Novoheart Holdings Inc. (“
Novoheart” or the
“
Company”) (TSXV: NVH) is pleased to announce that
the previously announced acquisition by Novomed Limited (the
“
Purchaser”), a company beneficially owned by
entities controlled by Prof. Ronald Li, Dr. Yu Ying Ngan Ng, Chi
Wing Ngan and Victor Chang, each a director of the Company, of all
the issued and outstanding common shares of Novoheart
(“
Novoheart Shares”) other than
those Novoheart Shares currently owned by certain shareholders who
have entered into rollover, voting and support agreements with the
Purchaser (the “
Rollover
Shareholders”), by way of a plan of arrangement
under the Business Corporations Act (British Columbia) (the
“
Arrangement”), has been approved by the holders
of Novoheart Shares and options (collectively, the
“
Securityholders”). At the special meeting of
Securityholders held on November 10, 2020 (the
“
Meeting”), a special resolution approving the
Arrangement was approved by 99.99% of the votes cast at the Meeting
or by proxy by holders of Novoheart Shares, by 99.94% of the votes
cast at the Meeting or by proxy by holders of Novoheart Shares,
excluding the votes cast in respect of Novoheart Shares held by
interested parties required to be excluded pursuant to applicable
securities law, and by 99.99% of the votes cast by Securityholders.
At the Meeting, an ordinary resolution approving
the delisting of the Novoheart Shares from the TSX Venture Exchange
(the “TSXV”) was approved by 99.95% of the votes
cast at the Meeting or by proxy by holders of Novoheart Shares,
excluding the votes cast by directors, officers and other insiders
of the Company required to be excluded for the purposes of such
vote under TSXV rules.
On closing of the Arrangement, Novoheart
shareholders will receive, subject to the terms and conditions of
the Arrangement, $0.53 per Novoheart Share (except in the case of
Rollover Shareholders who have agreed to roll over their Novoheart
Shares in exchange for shares of the Purchaser).
The Arrangement is subject to final approval by
the TSXV and the Supreme Court of British Columbia (the
“Court”). The Court hearing for the final order to
approve the Arrangement is scheduled to take place on November 13,
2020.
Additional information regarding the terms of
the Arrangement are set out in Novoheart’s management information
circular dated October 9, 2020, which is available under
Novoheart’s profile at www.sedar.com
Advisors
Blake, Cassels & Graydon LLP is acting as
legal counsel to Novoheart. Farris LLP is acting as legal counsel
to the independent special committee of the board of directors of
Novoheart. Borden Ladner Gervais LLP is acting as legal counsel to
the Purchaser.
About Novoheart
Holdings Inc.
Novoheart is a global stem cell biotechnology
company that pioneers an array of next-generation human heart
tissue prototypes. It is the first company in the world to have
engineered miniature living human heart pumps that can
revolutionize drug discovery, helping to save time and money for
developing new therapeutics. Also known as 'human heart-in-a-jar',
Novoheart’s bio-artificial human heart constructs are created using
state-of-the-art and proprietary stem cell and bioengineering
approaches and are utilized by drug developers for accurate
preclinical testing as to the effectiveness and safety of new
drugs, maximizing the successes in drug discovery while minimizing
costs and harm caused to patients. With the acquisition of Xellera
Therapeutics Limited for manufacturing Good Manufacturing Product
(GMP)-grade clinical materials, Novoheart is now developing gene
and cell-based therapies as well as other next-generation
therapeutics for cardiac repair or regeneration.
Common shares of Novoheart are traded on the
TSXV under the symbol “NVH”.
Forward-Looking Statements
Information set forth in this news release may
involve forward-looking statements under applicable securities
laws. Forward-looking statements are statements that relate to
future, not past, events. In this context, forward-looking
statements often address expected future business and financial
performance, and often contain words such as "anticipate",
"believe", "plan", "estimate", "expect", and "intend", statements
that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. Examples of
forward-looking statements in this press release include statements
regarding the Arrangement, the ability of the Company to consummate
the Arrangement on the terms of the Arrangement Agreement,
de-listing from the TSXV and the receipt of necessary approvals
including court, stock exchange, regulatory and other third party
approvals. These statements are only predictions based on the
Company’s current expectations and projections about future events.
Although the Company believes the expectations reflected in such
forward-looking statements, and the assumptions upon which such
forward-looking statements are made, are reasonable, there can be
no assurance that such expectations will prove to be correct. Such
assumptions include assumptions as to the ability of the parties to
receive, in a timely manner, the necessary court, stock exchange
and regulatory approvals and the ability of the parties to satisfy,
in a timely manner, the other conditions to the closing of the
Arrangement. Although we believe the expectations reflected in such
forward-looking statements, and the assumptions upon which such
forward-looking statements are made, are reasonable, there can be
no assurance that such expectations will prove to be correct and if
such expectations are not met, our business may suffer.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
risk that the conditions to completion of the Arrangement will not
be satisfied, including approval by court, an event, change or
other circumstance that could give rise to the termination of the
Arrangement Agreement will occur, the retention of employees and
other personnel will be adversely affected by uncertainty
surrounding the Arrangement and the risks identified in the
Company’s annual information form for the year ended December 31,
2019 or other reports and filings with the TSXV and applicable
Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date
that statements are made and the respective companies undertake no
obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change, except
as required by applicable securities laws. Investors are cautioned
against attributing undue certainty to forward-looking
statements.
For further information, please
contact:Novoheart Holdings
Inc.: Novoheart Holdings Inc. Suite 2600,
595 Burrard Street Vancouver, British Columbia V7X 1L3
Ronald Li Chief Executive Officer
(604) 398-3170 info@novoheart.com
Novoheart (TSXV:NVH)
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