MONTREAL, CANADA–(Marketwired – April 10, 2014) – THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Knight Therapeutics Inc. (“Knight” or the “Company”) (TSX VENTURE:GUD) today announced that it has completed its previously announced offering through a syndicate of underwriters co-led by GMP Securities L.P. and Cormark Securities Inc. (collectively, the “Underwriters”), and including Bloom Burton & Co. as a selling group member, pursuant to which the Underwriters have purchased or arranged for the purchase of, on a private placement basis, 34,300,000 special warrants (the “Special Warrants”) of the Company at a price of $5.25 per Special Warrant for aggregate gross proceeds to Knight of $180,075,000 (the “Offering”).
3487911 Canada Inc. (“3487911”), an entity controlled by the Company's President and Chief Executive Officer, Jonathan Ross Goodman, has purchased 7,620,000 Special Warrants under the Offering (approximately $40 million). When commenting on this financing, Jonathan Ross Goodman said “I am thrilled to stand hand in hand with our investors as we build Knight into a company that we can all be proud of.”
Each Special Warrant is exercisable into one common share in the capital of Knight (the “Common Shares”) for no additional consideration. The Special Warrants will be deemed to be exercised upon the expiry of the hold period applicable thereto, being the earlier of: (i) a date that is no later than the fifth business day after the date of issuance of a receipt for a final prospectus qualifying the issuance of Common Shares underlying the Special Warrants; and (ii) August 11, 2014. Knight has agreed to use its commercially reasonable efforts to file a prospectus qualifying the issuance of the Common Shares underlying the Special Warrants in all provinces of Canada where purchasers of Special Warrants are resident.
The proceeds of the Offering will be used to fund Knight's future growth as well as for general corporate purposes.
The Underwriters were paid a commission equal to 5.0% of the gross proceeds from the Offering (other than from sales to 3487911).
The securities that were sold have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
3487911's participation in the Offering constitutes a “related party transaction” as defined in the Regulation 61-101 respecting protection of minority security holders in special transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the details of the participation of insiders of the Company in the Offering had not been confirmed at that time.
About Knight Therapeutics Inc.:
Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. Knight Therapeutics' shares began trading on the TSX-V on March 3, 2014 under the symbol GUD. For more information about Knight Therapeutics, please visit the Company's web site at www.gud-knight.com or at www.sedar.com.
This press release may contain forward-looking statements and predictions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The Company considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of the Company and its subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations, are discussed in the Company's final application for listing on the TSX Venture Exchange and can be found on SEDAR at www.sedar.com, which investors should consult for additional information. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events and except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
