NUCRYST Announces Distribution of Supplemental Information In Connection with Special Meeting of Shareholders
January 15 2010 - 4:33PM
PR Newswire (US)
PRINCETON, NJ, Jan. 15 /PRNewswire-FirstCall/ -- NUCRYST
Pharmaceuticals Corp. ("Nucryst") (TSX:NCS/NASDAQ:NCST) today
announced that it will be distributing to shareholders an
additional supplement (the "Supplement") to the Notice and
Information Circular dated November 25, 2009 previously delivered
to shareholders in connection with the Special Meeting of
Shareholders that was adjourned on December 31, 2009. The special
meeting was originally held to consider a special resolution (the
"Amalgamation Resolution") to approve the proposed amalgamation of
NUCRYST with a newly formed subsidiary of The Westaim Corporation
("Westaim") to form Amalco (the "Amalgamation"). The meeting was
adjourned until January 22, 2010 to afford NUCRYST additional time
to allow for the United States regulatory review process associated
with a going private transaction. The Supplement is being
distributed in response to comments received from the United States
Securities and Exchange Commission in order to provide shareholders
with additional information regarding the matter to be voted upon
at the reconvened meeting. On January 22, 2010, the Company expects
to further adjourn the meeting until February 8, 2010 to allow
shareholders adequate time to consider the information provided in
the Supplement. At the reconvened meeting on February 8, 2010,
shareholders will be asked to consider and, if deemed appropriate,
to re-approve the Amalgamation Resolution. After reviewing the
information in the Supplement, Shareholders that have previously
voted on the Amalgamation Resolution may change their vote prior to
the reconvened meeting by following the instructions provided in
the Supplement. For those shareholders who have previously voted in
respect of the Amalgamation Resolution and do not wish to change
their vote, no action is required. Under the Amalgamation as
proposed, Nucryst shareholders other than Westaim will receive for
each issued and outstanding share in Nucryst one redeemable
preferred share in the capital of Amalco, which will be redeemed
for US$1.77 in cash upon the completion of the Amalgamation. If the
Amalgamation is ultimately approved by shareholders and completed,
Nucryst intends to delist from the TSX and NASDAQ stock exchanges.
This news release is for information purposes only and is not a
substitute for the definitive agreements or other disclosures
provided in the Information Circular, Supplement and previous
supplements provided to shareholders in relation to the
Amalgamation. There can be no assurance that the closing conditions
of the Amalgamation will be satisfied, or that the transaction will
be completed as proposed or at all. About NUCRYST Pharmaceuticals
Corp. NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST; TSX: NCS) sold
its Acticoat business, constituting substantially all of its
assets, on December 22, 2009. The Company now consists primarily of
cash and short-term investments and no longer has any operating
income. The Company retains a few employees who are working towards
the completion of the proposed Amalgamation. This news release
contains forward-looking statements within the meaning of
securities legislation in the United States and Canada
(collectively "forward-looking statements"). Forward-looking
statements in this news release include, but are not limited to,
statements regarding the completion of the proposed Amalgamation
described. With respect to the forward-looking statements contained
in this news release, readers are cautioned that numerous risks,
uncertainties and other factors could cause actual results or
events to differ materially from those indicated in these
statements including, but not limited to: the failure to satisfy
any of the conditions to closing of the amalgamation agreement;
future shareholder actions with respect to the proposed
Amalgamation; our ability to satisfy regulatory and stock exchange
standards and requirements to complete the proposed Amalgamation;
the uncertainty of our future operating results following the
completion of the sale of the business. Although we have attempted
to identify the important risks, uncertainties and other factors
that could cause actual results or events to differ materially from
those expressed or implied in the forward-looking statements in
this release, there may be other factors that cause actual results
or events to differ from those expressed or implied in forward
looking statements. For a more thorough discussion of the risks
associated with our business, see the "Risk Factors" section in our
Annual Report on Form 10-K for the year ended December 31, 2008 and
in our Quarterly Reports on Form 10-Q for 2009 as filed with the
U.S. Securities and Exchange Commission on EDGAR at
http://www.sec.gov/ and with securities authorities in Canada on
SEDAR at http://www.sedar.com/. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement
and NUCRYST disclaims any intention or obligation to revise or
update any forward-looking statements whether as a result of new
information, future developments or otherwise after the date
hereof. DATASOURCE: NUCRYST Pharmaceuticals Corp. CONTACT: David
Wills, Investor Relations, (416) 504-8464
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