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Bellus Health Inc Amends Terms Of CVRS In Connection With Its Acquisition Of Thallion Pharmaceuticals Inc


Wednesday, 10 Jul 2013 07:00am EDT 

BELLUS Health Inc. and Thallion Pharmaceuticals Inc. announced that they have entered into an amendment to the acquisition dated June 17, 2013 pertaining to the proposed plan of arrangement involving the acquisition of Thallion by BELLUS Health. The Amendment provides increased consideration for Thallion shareholders under the contingent value rights (CVR) by: increasing from 80% to 100% the pro rata share entitlement of a CVRholder for additional purchase price consideration that may be received by Thallion from Premium Brands Hldg Corp. expected in 2016 and representing up to possible $0.0404 per CVR; removing the $10 million tranche threshold requirement thereby allowing CVR holder to receive pro rata share of 5% of Shigamabs revenue generated or received by BELLUS Health, including from any sale or other use of Shigamabs technology, capped at $6.5 million or $0.1812 per CVR. Pursuant to the Amendment, the parties also agreed, for clarification purposes, to modify the definition of "Net Cash", to provide that in calculating the Net Cash, the amounts under the definition (i.e. the assets) shall include the deemed proceeds for the exercise or cancellation and treatment as per the Arrangement of "in-the-money" options of approximately $500,000, while the amounts under the definition (i.e. the liabilities) shall exclude amounts paid or payable by Thallion for the cancellation of options or warrants and redemption of securities of Thallion as contemplated by the Arrangement. 

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15 Sep 2014