TORONTO, April 5,
2023 /CNW/ - Thomvest Asset Management Ltd.
("Thomvest") today announced that it has made a non-binding,
all cash proposal (the "Proposal") to acquire the
outstanding common shares ("Common Shares") of Liminal
BioSciences Inc. (Nasdaq: LMNL) (the "Corporation"), other
than the 64% owned by Structured Alpha LP ("SALP"), a
limited partnership of which Thomvest is the sole general partner,
for US$7.50 per Common Share. The
proposal represents:
- a 107% premium to the closing price of the Common Shares on
April 4, 2023;
- a 31% premium to the highest price at which the Common Shares
traded during the period since the abandonment of the Corporation's
Fezagepras clinical program; and
- a 44% premium to the volume-weighted average price of the
Common Shares since the effectiveness of the 1-for-10 share
consolidation.
Thomvest presented its proposal in a letter to the board of
directors of the Corporation (the "Proposal Letter") on
April 4, 2023, a copy of which is
attached to Thomvest's early warning report filed under the
Corporation's profile on SEDAR (www.sedar.com). In the Proposal
Letter, Thomvest requested that the Corporation promptly form a
committee consisting of independent directors and that the
committee engage appropriate legal and financial advisors,
including an independent financial advisor to prepare a formal
valuation required by applicable securities laws. The proposed
transaction would be conditioned on the receipt of customary
approvals, including regulatory approvals, the receipt of
shareholder approvals required under applicable securities laws,
including Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions, and other
conditions customary for a transaction of this nature, including
confirmatory due diligence satisfactory to Thomvest.
No assurances can be given that a definitive agreement with
respect to the proposed transaction will be entered into, as to the
final terms of any agreed transaction or that a transaction will be
consummated.
Early Warning
Disclosure
This press release is being issued pursuant to National
Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires that
an early warning report be filed under the Corporation's profile on
SEDAR (www.sedar.com) containing additional information respecting
the foregoing matters. A copy of such report may be obtained by
contacting Karen Morris (tel: (416) 364-8700).
On November 13, 2020, SALP filed
an early warning report disclosing its direct and indirect
ownership of 19,876,129 Common Shares and warrants to purchase
3,326,629 Common Shares, which represented approximately 67.6% of
the outstanding Common Shares without giving effect to the exercise
of such warrants or approximately 70.9% after giving effect to the
exercise of such warrants.
On November 25, 2020, SALP
acquired additional warrants to purchase 789,473 Common Shares. On
February 16, 2022, warrants to
purchase 168,735 Common Shares held by SALP were cancelled in
connection with the repayment of certain indebtedness owed to SALP
by the Corporation. As of April 5,
2023, after giving effect to the 10:1 share consolidation
completed by the Corporation on January 25,
2023, SALP beneficially owns, or exercises control or
direction over, 1,987,622 Common Shares and warrants to acquire
394,737 Common Shares, representing approximately 64% of the
outstanding Common Shares without giving effect to the exercise of
the warrants and approximately 68% after giving effect to the
exercise of the warrants based upon 3,104,222 Common Shares
outstanding as of March 7, 2023, as
reported in the Corporation's management's discussion and analysis
for the year ended December 31,
2022.
Thomvest and its affiliates may at any time, or from time to
time: acquire additional Common Shares or dispose of Common Shares;
propose, pursue or choose not to pursue the Proposal; change the
terms of the Proposal, including the price, form of consideration,
conditions or scope of the transaction; or change their intentions
with respect to any such matters.
While the Proposal remains under consideration or negotiation by
the Corporation and its board of directors (including the
independent committee), Thomvest and/or its affiliates expect to
respond to inquiries from, and negotiate the terms of the Proposal
with, the Corporation and its board of directors (including the
independent committee) or their respective representatives. These
negotiations may include changes to the terms of the Proposal,
including the consideration. Thomvest does not intend to make
additional disclosure regarding the Proposal until a definitive
agreement has been reached or unless disclosure is otherwise
required under applicable U.S. or Canadian securities laws.
Other than as described in this report and in the Proposal
Letter, Thomvest and its affiliates have no plans or proposals of
the type referred to in clauses (a) through (k) of Thomvest's early
warning report filed on SEDAR, although it and its affiliates
reserve the right to formulate such plans or proposals in the
future. If the proposed transaction is not consummated, Thomvest
and its affiliates will continue to regularly review and assess
their investment in the Corporation and, depending on market
conditions and other factors, may determine, from time to time, to
engage in any of the actions set forth in Items 5(a) through (k) of
Thomvest's early warning report filed on SEDAR.
About Thomvest
Thomvest and its affiliates are a group of investment companies
which make investments on behalf of Peter
J. Thomson and his family. For more than 25 years, Thomvest
has aligned its capital with exceptional teams to achieve superior
results.
SOURCE Thomvest Asset Management Ltd.