On March 14, 2023 Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) ("Miravo" or the "Company") and Searchlight Pharma Inc., a private Canadian-based specialty healthcare company ("Searchlight"), reported the closing of the previously reported plan of arrangement (the "Arrangement") of Miravo with Searchlight (Press release, Nuvo Pharmaceuticals, MAR 14, 2023, View Source [SID1234628654]). Under the terms of Arrangement, Searchlight acquired all the issued and outstanding common shares of the Company (the "Company Shares") in exchange for cash consideration of $1.35 per Company Share.
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"Today marks the beginning of a new chapter for Miravo as it officially combines with Searchlight and continues as a private company," said Mark Nawacki, President and CEO of Searchlight Pharma Inc. "Searchlight plus Miravo will be a diversified, large and strong company – based on IQVIA CDH sales data, we will rank in the top three of Canadian specialty pharma companies – and this positions us well to continue to execute our successful business model and to deliver on our leadership objective in the sector. On behalf of the Searchlight team, I express our thanks to all Miravo stakeholders for their cooperation throughout this acquisition process, and I warmly welcome our new Miravo colleagues to the Searchlight family."
The Company Shares will be de-listed from the TSX and the Company will apply to cease to be a reporting issuer in each of the provinces of Canada.
Registered shareholders of the Company are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s), to TSX Trust Company, as depositary, in order to receive the consideration they are entitled to under the Arrangement. Non-registered shareholders of the Company will receive the consideration they are entitled to under the Arrangement through the intermediary in whose name their Company Shares are registered.
If any shareholder of the Company has questions with respect to the letter of transmittal, please contact the Depositary, toll free at 1-800-387-0825, or by email at [email protected].
Early Warning Disclosure
Prior to the Arrangement, Searchlight owned no Company Shares. In connection with the Arrangement, Searchlight acquired 11,388,282 Company Shares, representing 100% of the issued and outstanding Company Shares, for cash consideration of $1.35 per Company Share. A copy of the related early warning report will be available under the Company’s SEDAR profile at www.sedar.com and may be obtained from Searchlight upon request by phone at (514) 613-1513 or by email at [email protected]. Searchlight’s head office is located at 1600 Notre-Dame Street West, Suite 312, Montréal, Québec, H3J 1M1.