Laval, Quebec, and Cambridge, England (ots/PRNewswire) – Liminal BioSciences Inc. (“Liminal BioSciences” or the “Company”) is pleased to announce that the transaction, which was completed pursuant to the previously announced statutory plan of arrangement under the provisions of the Canada Business Corporations Act, between the Company and Structured Alpha LP (“SALP”), a limited partnership managed by its general partner Thomvest Asset Management Ltd. (the “Arrangement”). Pursuant to the Agreement, SALP acquired all of the issued and outstanding common shares of Liminal BioSciences (the “Shares”) not currently owned by SALP or its subsidiaries and affiliates (the “Minority Shares”) at a price of $8.50 dollars per share, payable in cash (the “Consideration”).
The registered holders of minority shares (“Minority Shareholders”) are reminded that in order to receive consideration to which they are entitled, they must properly complete, sign and return the Letter of Transmittal to Computershare Investor Services Inc., as trustee, along with the share certificate(s) en) and/or the Direct Registration System (DRS) notification(s) representing the shares previously held by them. Minority shareholders who hold their shares through a broker, investment dealer or other intermediary should follow the instructions of that broker , investment dealer or other intermediary carefully.
As a result of the agreement, the shares will no longer trade on the Nasdaq Capital Market. In addition, the Company will file an application to terminate its activities as a reporting issuer under applicable Canadian securities laws, file a certificate and notice on Form 15 with the U.S. Securities and Exchange Commission to suspend its reporting obligations under the U.S. securities laws, and also otherwise terminate the company’s public reporting obligations.
About Liminal BioSciences Inc.
Liminal BioSciences is a development-stage biopharmaceutical company focused on the discovery and development of novel and distinctive small molecule therapeutics that modulate G protein-coupled receptors (GPCR). Liminal BioSciences is developing its own novel small molecule therapeutic candidates with the aim of developing best-in-class/first-in-class therapeutics for the treatment of metabolic, inflammatory and fibrosis diseases with significant unmet medical needs. We leverage our integrated drug discovery platform, our expertise in medicinal chemistry and our deep understanding of GPCR biology. Liminal BioSciences’ pipeline currently consists of three programs. The candidate selected for clinical development, LMNL6511, a selective antagonist for the GPR84 receptor, is expected to begin a Phase 1 clinical trial in the second half of 2023. Liminal BioSciences is also developing LMNL6326 as an OXER1 receptor antagonist, targeting the treatment of eosinophil-related diseases, as well as GPR40 agonists, both of which are in preclinical phases. In addition to these programs, Liminal BioSciences continues to explore other development opportunities to expand its pipeline.
Liminal BioSciences has active operations in Canada and the United Kingdom.
About Structured Alpha LP
Thomvest Asset Management Ltd. is the general partner of SALP. Thomvest Asset Management Ltd. and its affiliates are a group of investment companies that make investments on behalf of Peter J. Thomson and his family.
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are inherently non-historical, including the words “anticipate,” “expect,” “propose,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should.” , “could,” “would,” “may,” “will,” “predict” and similar expressions are intended to identify forward-looking statements. These forward-looking statements generally contain statements that are inherently predictive and depend on or relate to future events or conditions including, but not limited to, statements relating to Liminal BioSciences’ business generally, the delisting of Liminal BioSciences’ shares and the filing of an application to terminate its activities as a reporting issuer in Canada and the timing thereof.
These statements are “forward-looking” because they are based on our current expectations regarding the markets in which we operate and various forecasts and assumptions. Actual events or results could differ materially from those anticipated in these forward-looking statements if known or otherwise unknown risks could adversely affect our business or if our forecasts or assumptions prove inaccurate. Factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, risks related to: the risk that litigation with shareholders in connection with the Arrangement may result in significant defense, indemnification and liability costs; the impact of disruptions to the Arrangement on Liminal BioSciences’ business; uncertainties associated with research and development, clinical trials and related regulatory reviews and approvals; Liminal BioSciences’ expected cash runway and Liminal BioSciences’ ability to actively seek and complete divestment opportunities of non-core assets or commercial opportunities related to our assets; Liminal BioSciences’ reliance on third parties to conduct, oversee and monitor existing clinical trials and potential future clinical trials; developments among Liminal BioSciences’ competitors and in the market for Liminal BioSciences’ product candidates; and the business, operations and clinical development and planning timelines may be adversely affected by geopolitical events and macroeconomic conditions, including rising inflation and interest rates and uncertain credit and financial markets and related matters; and other risks and uncertainties affecting Liminal BioSciences, including its Annual Report on Form 20-F for the year ended December 31, 2022, and other filings and reports that Liminal BioSciences may publish from time to time. Therefore, we cannot guarantee that any particular forward-looking statement will occur. Existing and potential investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. We undertake no obligation to update the forward-looking statements contained in this press release, even if new information becomes available as a result of future events or otherwise, except as required by applicable securities laws and regulations.
Nicole Rusaw, Chief Financial Officer, email@example.com
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