Neurochem announces it has obtained written consent from its shareholders in connection with its private placement of US$80 million aggregate principal amount of convertible notes
Neurochem Inc. (“Neurochem”) (NASDAQ: NRMX, TSX: NRM) announced today that, in connection with its previously announced private placement of US$80 million aggregate principal amount of convertible notes (the “Notes”) and warrants the (“Warrants”) to purchase common shares (the “Common Shares”), it has provided the Toronto Stock Exchange (the “TSX”) with written evidence that holders of more than 50% of its securities are familiar with the terms of the Notes and Warrants and are in favour thereof.
Pursuant to the rules of the TSX, without shareholder approval, Neurochem could not issue more than 9,694,832 Common Shares (being 24.9% of the number of Common Shares outstanding, on a non-diluted basis, as at the date of the conditional approval of the private placement by the TSX) upon conversion of the Notes and exercise of the Warrants or give effect to certain adjustment and anti-dilution provisions of the Notes or Warrants that would result in an exercise or conversion price that is less than the “market price” of the Common Shares as such term is defined for the purposes of the rules of the TSX.
In order to benefit from the exemption set forth at Section 604 of the TSX Company Manual from the requirement to hold a special shareholders’ meeting to obtain the required approval, Neurochem has provided the TSX with written evidence that holders of more than 50% of its voting securities are familiar with the terms of the Notes and Warrants, including the provisions that could result in the issuance of Common Shares in excess of the 9,694,832 Common Shares or in the exercise or conversion price of the Warrants or Notes being less than the “market price” of the Common Shares as such term is defined for the purposes of the rules of the TSX and are in favour thereof. Such approval will be effective on June 12, 2007.
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