YM BioSciences Inc. Plan of Arrangement with Gilead Sciences, Inc.
Endorsed by Leading Independent Proxy Advisors ISS and Glass Lewis
- U.S. Federal Trade Commission and Canadian Competition Bureau
also Clear Plan of Arrangement -
MISSISSAUGA, ON,
Jan. 18, 2013 /CNW/ - YM
BioSciences Inc. (NYSE MKT: YMI, TSX: YM), today reported that
leading proxy advisory firms Institutional Investor Services
("ISS") and Glass, Lewis & Co. ("Glass Lewis") have recommended
that shareholders of YM BioSciences Inc. ("YM" or the "Company")
vote in favor of the previously announced plan of arrangement under
which a wholly owned subsidiary of Gilead Sciences, Inc. will
acquire YM for U.S.$2.95 per share in
cash.
In addition, the initial waiting period under
the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired
without any action by the Federal Trade Commission or the Antitrust
Division of the United States Department of Justice. The Canadian
Competition Bureau has also issued a letter stating that it does
not, at this time, intend to challenge the completion of the
transaction and waived the parties' obligation to submit a
notification.
ISS noted that a vote FOR is warranted. The
all-cash consideration offers a satisfactory premium. In
addition, it noted that market reaction has been favorable, no
alternative offers had been made and there are no significant
governance concerns.
Glass Lewis commented that the YM board of
directors conducted a reasonable review of strategic alternatives
available to the Company prior to entering into the proposed
agreement. The agreement is in the interests of the Company and
shareholders in light of the lengthy strategic review conducted by
the YM board of directors and the value of the proposed
consideration.
ISS and Glass Lewis are leading independent
international corporate governance analysis and proxy voting firms.
Their recommendations assist shareholders to make their decisions
regarding proxy voting.
Completion of the transaction remains contingent
on the approval of YM shareholders at a special meeting of
shareholders, as well as court approval. The special meeting will
be held on Thursday, January 31, 2013
at 10:00am (EST) at the offices of
Gowling Lafleur Henderson LLP, Suite 1600, 1 First Canadian Place,
100 King Street West, Toronto,
Ontario. The transaction is expected to close in the first
quarter of calendar 2013.
Permission to quote from the ISS and Glass
Lewis reports was neither sought nor obtained.
Attention YM BioSciences shareholders.
Be sure to vote your proxy before Tuesday
January 29, 2013 at 10:00 AM
(EST)
For information or assistance in voting your proxy, please
contact Kingsdale Shareholder Services Inc. at 1-866-229-8263 or
416.867.2272, or by email at
contactus@kingsdaleshareholder.com.
About YM BioSciences
YM BioSciences Inc. is a drug development company primarily focused
on advancing CYT387, an orally administered inhibitor of both the
JAK1 and JAK2 kinases, which have been implicated in a number of
hematological and immune cell disorders including
myeloproliferative neoplasms and inflammatory diseases as well as
certain cancers. Positive results have been reported from a Phase
I/II trial of CYT387 in 166 patients with myelofibrosis.
This press release may contain
forward-looking statements, which reflect YM's current expectation
regarding future events. These forward-looking statements involve
risks and uncertainties that may cause actual results, events or
developments to be materially different from any future results,
events or developments expressed or implied by such forward-looking
statements. Such factors include, but are not limited to,
shareholder approval of the proposed arrangement; YM's ability to
obtain court and other approvals in connection with the proposed
arrangement; uncertainties as to the timing of the arrangement; the
satisfaction of the conditions precedent to the completion of the
arrangement; 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 or the ability to obtain drug product in
sufficient quantity or at standards acceptable to health regulatory
authorities to complete clinical trials or to meet commercial
demand; and other risks detailed from time to time in YM's ongoing
quarterly and annual reporting. Except as required by applicable
securities laws, YM undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE YM BioSciences Inc.