LAVAL,
QC and CAMBRIDGE, England, April 5,
2023 /PRNewswire/ -- Liminal BioSciences Inc. (NASDAQ: LMNL)
("Liminal BioSciences" or the "Company"), confirms that following
close of markets on April 4, 2023,
the Board of Directors of the Company (the "Board") received a
non-binding proposal from Structured Alpha LP ("SALP")
outlining a potential transaction to acquire all of the issued and
outstanding common shares of the Company that SALP does not
currently own for US$7.50 in cash per
common share (the "Proposal"). SALP currently owns 1,987,622
common shares of Liminal Biosciences representing approximately
64.03% of the Company's currently outstanding common shares.
The Company's board of directors will review the Proposal to
determine the course of action that it believes is in the best
interest of the Company. A special committee of the independent
members of the Board (the "Special Committee") has been formed and
will evaluate the Proposal and any viable alternatives that may be
available to the Company. No decisions or recommendations have been
made by the Special Committee regarding the transactions that are
the subject of the Proposal at this time. Shareholders do not need
to take any action with respect to the Proposal at this time.
If an agreement with respect to the Proposal were to be reached
with SALP, the Company expects that any such transaction would be
subject to Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions, and that completion of
any such transaction would be subject to the requirement to obtain
a formal valuation and to obtain approval of a majority of minority
shareholders of the Company (being shareholders not affiliated with
SALP).
The Company intends to provide updates if and when necessary in
accordance with applicable securities laws.
About Liminal BioSciences
Inc.
Liminal BioSciences is a development-stage biopharmaceutical
company focused on discovering and developing novel and distinctive
small molecule therapeutics that modulate G protein-coupled
receptor pathways (GPCRs). The Company is designing proprietary
novel small molecule therapeutic candidates with the intent of
developing best/first in class therapeutics for the treatment of
metabolic, inflammatory and fibrotic diseases with significant
unmet medical needs, using its integrated drug discovery platform,
medicinal chemistry expertise and deep understanding of GPCR
biology. The Company's pipeline is currently made up of three
programs. The candidate selected for clinical development,
LMNL6511, a selective antagonist for the GPR84 receptor, is
expected to commence a Phase 1 clinical trial in the second
half of 2023. The Company is also developing potential OXER1
antagonists, and GPR40 agonists, both of which are at the
preclinical stage. In addition to these programs, the Company
continues to explore other development opportunities to add to its
pipeline.
Liminal BioSciences has active business operations
in Canada and the United Kingdom.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Some of the forward-looking statements can be identified
by the use of forward-looking words. Statements that are not
historical in nature, including the words "anticipate," "expect,"
"suggest," "plan," "believe," "intend," "estimate," "target,"
"project," "should," "could," "would," "may," "will," "forecast"
and other similar expressions are intended to identify
forward-looking statements. Forward–looking statements include,
among other things, the Proposal. There can be no assurance that
the Proposal will result in a formal offer or that any such offer
will ultimately result in a completed transaction These statements
are "forward-looking" because they are based on our current
expectations about the markets we operate in and on various
estimates and assumptions. Actual events or results may differ
materially from those anticipated in these forward-looking
statements if known or unknown risks affect our business, or if our
estimates or assumptions turn out to be inaccurate. Among the
factors that could cause actual results to differ materially from
those described or projected herein include, but are not limited
to, risks associated with general changes in economic conditions.
You will find a more detailed assessment of these risks,
uncertainties and other risks that could cause actual events or
results to materially differ from our current expectations in the
filings and reports the Company makes with the U.S. Securities and
Exchange Commission and Canadian Securities Administrators,
including in the Annual Report on Form 20-F for the year
ended December 31, 2022, as well as other filings and reports
Liminal Biosciences' may make from time to time. As a result of
such risks, we cannot guarantee that any given forward-looking
statement will materialize. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements and estimates, which speak only as of the date hereof.
We assume no obligation to update any forward-looking statement
contained in this press release even if new information becomes
available, as a result of future events or for any other reason,
unless required by applicable securities laws and regulations.
Corporate Contact, Shrinal Inamdar, Associate
Director, Investor Relations and
Communications, s.inamdar@liminalbiosciences.com, +1
450.781.0115; Media Contact, Kaitlin
Gallagher, kgallagher@berrypr.com, +1 212.253.8881
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