Cynapsus Therapeutics Inc. (NASDAQ:CYNA) (TSX:CTH), a specialty central nervous system pharmaceutical company developing a fast-acting, easy-to-use, sublingual thin film for the on-demand management of debilitating OFF episodes associated with Parkinson’s disease (“PD”), is pleased to announce today that at its special meeting of shareholders and warrantholders (collectively, the “Securityholders”) held earlier today (the “Meeting”), Securityholders approved the special resolution (the “Arrangement Resolution”) authorizing the previously announced plan of arrangement (the “Arrangement”) with Sunovion Pharmaceuticals Inc. (the “Purchaser”). Pursuant to the terms of the Arrangement, the Purchaser will acquire all of the outstanding (i) common shares of Cynapsus for US$40.50 cash per common share and (ii) warrants of Cynapsus for US$40.50 cash per warrant minus the exercise price of each warrant. As announced on August 31, 2016, the transaction values Cynapsus at approximately US$624 million (or approximately C$820 million).
The Special Resolution was approved by approximately 99.97% of the common shares and warrants, voting together as one class, voted in person or represented by proxy at the Meeting, as well as by a “majority of the minority” as required pursuant to Multilateral Instrument 61-101. The implementation of the Arrangement remains subject to the granting of the final order by the Ontario Superior Court of Justice, the receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions. The application to the Ontario Superior Court of Justice to obtain the final order approving the Arrangement is scheduled for October 17, 2016. If court approval is obtained and the other conditions to the completion of the Arrangement are satisfied or waived, Cynapsus expects that the Arrangement will be completed on or about October 21, 2016.
Beneficial Securityholders are not required to take any action in respect of the completion of the Arrangement. The cash to be paid to beneficial Securityholders following completion of the Arrangement is expected to be credited to the beneficial Securityholders’ broker, trustee, financial institution, dealer, bank, trust company, custodian, nominee or other intermediary account through the procedures in place for such purposes between CDS and such intermediaries. Beneficial Securityholders should contact their intermediary if they have any questions regarding this process. In order for a registered Securityholder to receive the cash consideration for the common shares or warrants following completion of the Arrangement, he, she or it must complete, sign, date and return the letter of transmittal, in accordance with the instructions set out therein that was mailed to all registered Securityholders in connection with the Meeting. The letter of transmittal is available on SEDAR at www.sedar.com.
