Novoheart Holdings Inc. has Closed its Going-Private Transaction
VANCOUVER, British Columbia, Nov. 18, 2020 -- 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 already owned by the Purchaser, by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), has been completed.
Pursuant to 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 shareholders who entered into rollover, voting and support agreements (the “Rollover Agreements”) with the Purchaser (the “Rollover Shareholders”) who agreed to roll over their Novoheart Shares in exchange for shares of the Purchaser) and Novoheart will become a wholly-owned subsidiary of the Purchaser.
The Arrangement was approved by the Supreme Court of British Columbia in its final order dated November 13, 2020. The Arrangement remains subject to the final approval by the TSX Venture Exchange (the “TSXV”).
The delisting of the Novoheart Shares from the TSXV is expected to occur at the close of business on or about November 20, 2020. It is also anticipated that the Company will cease to be a reporting issuer under applicable Canadian securities laws shortly thereafter.
Pursuant to the Rollover Agreements, the Rollover Shareholders collectively exchanged 163,948,537 Novoheart Shares representing 86.91% of the issued and outstanding Novoheart Shares, based on 188,640,774 Novoheart Shares outstanding immediately prior to the Arrangement, for the same number of shares of the Purchaser, and now, collectively, beneficially own, indirectly through the Purchaser, 100% of the Novoheart Shares. An early warning report will be filed with the applicable securities regulators with respect to the foregoing matters pursuant to National Instrument 62- 103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the early warning report will be available on Novoheart's issuer profile on SEDAR at www.sedar.com, and will be available from the offices of the Company at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, V7X 1L3.
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.
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”.
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forwardlooking 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, de-listing from the TSXV, the Company ceasing to be a reporting issuer under applicable Canadian securities laws and the receipt of approval from the TSXV. 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 stock exchange approvals. Although we believe the expectations reflected in such forward-looking statements, and the assumptions upon which such forwardlooking 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 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
Chief Executive Officer