Trillium Therapeutics Receives Final Court Order Approving Arrangement
October 28 2021 - 5:00PM
Trillium Therapeutics Inc. (“Trillium” or the
“Company”) (NASDAQ/TSX: TRIL), a clinical stage
immuno-oncology company developing innovative therapies for the
treatment of cancer, is pleased to announce that it has received a
final order from the Supreme Court of British Columbia approving
the previously announced plan of arrangement (the “Arrangement”)
with PF Argentum ULC (“PF Argentum”), a wholly-owned, indirect
subsidiary of Pfizer Inc. (NYSE: PFE) (“Pfizer”).
Pursuant to the Arrangement, PF Argentum will
acquire all of the issued and outstanding shares and warrants of
Trillium other than Trillium securities owned by Pfizer and its
affiliates by way of a statutory plan of arrangement under the
Business Corporations Act (British Columbia).
Upon closing of the Arrangement, Trillium
shareholders other than Pfizer and its affiliates will receive
US$18.50 per share in cash subject to any applicable withholdings
and other source deductions, and warrant holders will receive, at
the holder’s election, (1) a cash payment equal to the amount by
which US$18.50 exceeds the exercise price per share of such
warrant, subject to applicable withholdings and other source
deductions, or (2) a cash payment equal to the Black Scholes value
of such warrant (as calculated pursuant to the terms and conditions
of the certificate governing such warrant), subject to applicable
withholdings and other source deductions.
The Arrangement is subject to regulatory
approvals and clearances, as well as other customary closing
conditions. Subject to the satisfaction of such conditions, the
transaction is expected to be completed in the fourth quarter of
2021 or the first half of 2022. Following closing of the
Arrangement, Trillium’s Common Shares will be delisted from the
Toronto Stock Exchange and NASDAQ.
Further details regarding the Arrangement,
including its principal closing conditions, can be found in the
Company’s definitive management information circular and proxy
statement dated September 27, 2021 which is filed on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
About Trillium Therapeutics
Trillium is a clinical stage immuno-oncology
company developing innovative therapies for the treatment of
cancer. Our two clinical programs, TTI-622 and TTI-621, target
CD47, a “don’t eat me” signal that cancer cells frequently use to
evade the immune system. For more information:
www.trilliumtherapeutics.com.
Caution Regarding Forward-Looking
Information
To the extent any statements made in this report
contain information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and
forward-looking information under Canadian securities law
(collectively, “forward-looking statements”). Certain statements in
this report may constitute forward-looking statements, which
reflect the expectations of Trillium’s management regarding the
business prospects and opportunities of Trillium and the
Arrangement. The use of words such as “may,” “will,” “could,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “projects,” “seeks,” “endeavor,”
“potential,” “continue” or the negative of such words or other
similar expressions can be used to identify forward-looking
statements. Trillium’s actual results could differ materially from
those stated or implied in forward-looking statements due to a
number of factors including but not limited to risks related to the
satisfaction or waiver of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including the
possibility that the proposed transaction does not close; the
response of business partners and competitors to the announcement
of the proposed transaction, and/or potential difficulties in
employee retention as a result of the announcement and pendency of
the proposed transaction; significant transaction costs; and
unknown liabilities and the risk of litigation and/or regulatory
actions related to the proposed transaction. Please also refer to
the factors discussed under “Risk Factors” and “Special Note
Regarding Forward-looking Information” in Trillium’s Annual Report
on Form 10-K for the year ended December 31, 2020, with the U.S.
Securities Exchange Commission (“SEC”), each as updated by
Trillium’s subsequent disclosure filings, which are available at
www.sec.gov and at www.sedar.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. All forward-looking
statements herein are qualified in their entirety by this
cautionary statement and are made as of the date of this document.
Trillium disclaims any obligation to revise or update any such
forward-looking statements or to publicly announce the result of
any revisions to any of the forward-looking statements contained
herein to reflect future results, events or developments, except as
required by law.
Company Contact:Rosemary
HarrisonSVP, Corporate Development and StrategyTrillium
Therapeutics Inc. 857-412-7029
x225investors@trilliumtherapeutics.com
https://ir.trilliumtherapeutics.com/investors/
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