EDMONTON, ALBERTA--(Marketwire - Nov. 16, 2011) - Afexa Life Sciences Inc. ("Afexa" or the "Company") (TSX:FXA) announced today that it has mailed to its shareholders the notice of special meeting and management information circular in connection with the special shareholder meeting to approve the amalgamation of Afexa and 1625907 Alberta Ltd. (the "Offeror"), a wholly-owned subsidiary of Valeant Pharmaceuticals International, Inc. ("Valeant").
On October 27, 2011, Valeant announced that the Offeror had acquired 81.6% of the issued and outstanding common shares of Afexa (on a fully-diluted basis) pursuant to the Offeror's offer to acquire all of the issued and outstanding common shares of Afexa at a price of C$0.85 per share. The votes attached to the common shares of Afexa held by the Offeror are sufficient to approve the amalgamation of the Offeror and Afexa which will result in the privatization of Afexa and the remaining shareholders of Afexa receiving C$0.85 per common share. The Offeror has advised Afexa that it intends to vote all of the common shares of Afexa it currently holds in favour of the amalgamation.
The special meeting of shareholders of Afexa will be held on Monday, December 12, 2011. The record date for the special meeting is November 10, 2011. The information circular and other meeting materials will be filed on SEDAR and will be available under Afexa's profile at www.sedar.com.
The amalgamation is expected to be effective shortly following the special shareholder meeting. As a result of the amalgamation, Afexa's common shares will be delisted from the Toronto Stock Exchange and application will be made to the relevant securities regulatory authorities for Afexa to cease to be a reporting issuer.
In addition, the Company also announced today that Allan Cleiren, Chief Financial Officer & Senior Vice-President, Operations, is leaving the Company. The Company wishes to thank him for his contribution to Afexa.
The Company also announced today that it is implementing a reorganization and cost reduction plan which includes reductions in staff levels, the reorganization of certain operations and the review of alternatives for its research and development (R&D) unit.
Advisory Regarding Forward-Looking Statements
This news release contains forward-looking information (as defined in the Securities Act (Alberta)) that is based on expectations, estimates and projections as of the date of this news release. These forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as "plans", "predicts", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release.
Forward-looking statements contained in this news release are based on a number of assumptions that may prove to be incorrect. In addition to being subject to a number of assumptions, forward-looking statements in this news release involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements, including the risks identified in the filings by Afexa with the Canadian provincial securities regulatory authorities, including Afexa's annual information form for the fiscal year ended March 31, 2011.
The Company believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable as at the date hereof, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, you should not place undue reliance on any forward-looking statements contained in this news release.