TORONTO, July 17 /PRNewswire-FirstCall/ - Bradmer Pharmaceuticals Inc. (TSX: BMR) ("Bradmer" or the "Corporation") announced today that its Board of Directors has authorized the Corporation to proceed with a substantial issuer bid (the "Offer"), pursuant to which the Corporation will offer to purchase for cancellation up to 8,300,000 million of its outstanding common shares ("Shares") at a price of Cdn$0.20 (approximately US$0.1788) per Share. The funds required to pay for Shares purchased pursuant to the Offer, and the payment of the fees and expenses of the Offer, will be funded by Bradmer out of cash on hand.
"While we continue to pursue an appropriate business strategy for our Neuradiab(R) asset, the decision to provide shareholders with an opportunity to divest of their position reflects the current challenging capital markets as well as the illiquidity of the Shares," said Alan M. Ezrin, Ph.D., President and Chief Executive Officer of Bradmer. "We are not providing guidance to shareholders on this matter. The Offer is consistent with our strategy adopted in February 2009 to mitigate future risks and we believe does so in a manner that treats all shareholders equally. We continue to evaluate opportunities to maximize the value of the Neuradiab asset, however a substantial portion of the existing cash on hand will be utilized to ensure Bradmer is left with no future obligations or liabilities."
As of July 17, 2009, there were 13,488,215 Shares issued and outstanding. Assuming that the Offer is fully subscribed, the Offer will result in the purchase by Bradmer of 8,300,000 Shares, representing approximately 61.5% of the total number of issued and outstanding Shares. If more than 8,300,000 Shares are deposited under the terms of the Offer, and Shares are taken up pursuant to the Offer, Bradmer will purchase the Shares on a pro rata basis according to the number of Shares deposited by each shareholder.
The Offer is not conditional on any minimum number of Shares being deposited, however, the Offer is subject to other customary conditions. Full details of the Offer, including the procedure for depositing Shares, and the accompanying issuer bid circular and other related documents (collectively, the "Offer Documents") are expected to be mailed to shareholders shortly. The Offer Documents will contain important information which should be read carefully before making a decision in respect of the Offer.
In accordance with applicable securities laws, the Corporation has retained an independent valuator, Bloom Burton Co, to provide a formal valuation and opinion as to the fair market value of the Shares. The issuer bid circular to be mailed to shareholders will contain the formal valuation.
Neither Bradmer nor its Board of Directors makes any recommendation to any shareholder as to whether to deposit or refrain from depositing Shares pursuant to the Offer. Each shareholder must make his, her or its own decision whether to deposit Shares and, if so, what number of Shares to deposit. Shareholders are urged to consult their own investment and tax advisors prior to making any decision in respect of the Offer.
The Offer, once launched, will be open for a minimum bid period of not less than 35 days.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. The solicitation and the offer to purchase Shares will be made only pursuant to the offer to purchase and issuer bid circular and related documents.
The Corporation also confirms that it has been notified by the Toronto Stock Exchange (the "TSX") that it is reviewing the eligibility for continued listing of the Shares on the TSX. The review is being conducted under the TSX's Remedial Review Process pursuant to which the Corporation has been given until February 8, 2010 to satisfy the TSX that it meets all TSX requirements for continued listing, failing which the Share will be delisted from the TSX 30 days thereafter. The Corporation is, therefore, considering its options in this regard, which may include applying for a transfer of its listing to the TSX Venture Exchange or the NEX Board of the TSX Venture Exchange. Any decision in this regard will be made well in advance of the TSX deadline.
About Bradmer Pharmaceuticals Inc. (www.bradmerpharma.com)
Bradmer Pharmaceuticals' lead clinical candidate, Neuradiab, was developed at Duke University Medical Center as a proprietary therapy for a particularly aggressive form of brain cancer, glioblastoma multiforme. Bradmer initiated enrollment of primary GBM patients in a Phase III multi-center clinical trial of Neuradiab. Neuradiab has been granted Orphan Drug Status by both the U.S. Food and Drug Administration and the European Medicines Agency.
Bradmer Pharmaceuticals Inc.'s common shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state regulatory agency in the United States. The resale or transfer by a U.S. investor of such common shares of Bradmer Pharmaceuticals Inc. is subject to the requirements of Rule 904 of Regulation S of the Securities Act or such other applicable exemption thereunder, and other applicable state securities laws.
Except for historical information, this press release may contain forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risk and uncertainties, which may cause but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Company's ongoing quarterly and annual reporting.
SOURCE Bradmer Pharmaceuticals Inc.