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TLN Thallion Pharmaceuticals

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Share Name Share Symbol Market Type
Thallion Pharmaceuticals TSXV:TLN TSX Venture Common Stock
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Thallion Announces Shareholder Approval for Plan of Arrangement and Date and Time for the Motion for Final Court Order

06/08/2013 10:00pm

Marketwired Canada


Thallion Pharmaceuticals Inc. ("Thallion") (TSX VENTURE:TLN) and BELLUS Health
Inc. (TSX:BLU) ("BELLUS Health") announced today that the shareholders of
Thallion approved the previously announced plan of arrangement (the
"Arrangement") involving the acquisition of Thallion by BELLUS Health at the
annual and special meeting of the shareholders held today in Montreal (the
"Meeting"). Pursuant to the Arrangement, the Shareholders will receive cash
consideration of at least $0.1765 per common share, and one contingent value
right ("CVR") per common share, entitling the holder thereof to: (A) its pro
rata share of 100% of any additional purchase price consideration to be received
from Premium Brands Holding Corp. in 2016 (representing up to a possible $0.0404
per CVR), (B) its pro rata share of 5% of the Shigamabs(R) revenue generated or
received by BELLUS Health, capped at $6.5 million (or $0.1812 per CVR), and (C)
its pro rata share of 100% of any net proceeds generated from the licensing,
selling or otherwise commercializing of (i) diagnostic products or services
using certain Caprion Proteomics Inc. products, and (ii) all issued patents or
pending patents pertaining to such Caprion Proteomics Inc. products, in respect
of which Thallion has an ownership interest or monetary entitlement.


As announced on August 2, 2013, the cash component of the consideration payable
pursuant to the Arrangement could potentially be increased by up to
approximately $0.0124 per common share if Thallion delivers a notice to BELLUS
Health, on or before August 20, 2013, indicating that Thallion has negotiated a
final and binding agreement with Iberville Development Leasing Limited pursuant
to which the latter has agreed to fully, finally and irrevocably release
Thallion from its obligations under the lease dated December 2, 2010, in
exchange for the payment of an amount (the "Landlord Payment") which is less
than the provision for the termination of such lease (the "Landlord Provision"),
the cash component of the consideration payable on the effectiveness of the
Arrangement shall be increased by an amount equal to the Landlord Provision
minus the Landlord Payment divided by the number of common shares outstanding
(on a fully-diluted basis). 


Thallion has applied to the Superior Court of Quebec (the "Court") for a final
order approving the Arrangement pursuant to the provisions of the Canada
Business Corporations Act and declaring the Arrangement to be fair and
reasonable, which motion for final order shall be made before the presiding
Judge at the Montreal Courthouse, at 1 Notre-Dame Street East, Montreal, Quebec,
Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, Room 16.12,
on August 9, 2013 at 9:15 a.m. (Montreal time) or so soon thereafter as counsel
may be heard. 


Subject to approval of the Arrangement by the Court and the satisfaction of
certain other closing conditions, it is expected that the Arrangement will take
effect on or about August 20, 2013. 


Election and Appointment of Directors 

At the Meeting, all candidates proposed as directors, namely Franklin Berger,
Lloyd M. Segal, Claude C. Bismuth, Dan Chiche and Allan Mandelzys, were duly
elected to the Board of Directors of Thallion. Immediately following the
Meeting, the newly elected Board of Directors, in accordance with the Articles
of Thallion, appointed Vic Alboini as an additional director of Thallion to hold
office until the next annual meeting of shareholders or until his successor is
elected or appointed. 


About Thallion (www.thallion.com) 

Thallion is a biotechnology company developing pharmaceutical products in the
areas of infectious disease and oncology. Thallion's lead clinical program
Shigamabs(R) is a dual antibody product for the treatment of Shiga
toxin-producing E. coli bacterial infections and has recently completed a Phase
II clinical trial. Additional information about Thallion can be obtained at
www.thallion.com. 


About BELLUS Health (www.bellushealth.com) 

BELLUS Health is a development-focused healthcare company concentrating on
products that provide innovative health solutions and address critical unmet
medical needs. The Company's lead program is KIACTA(TM), a novel drug candidate
currently in a Phase III Confirmatory Study for the treatment of AA amyloidosis,
an orphan indication resulting in renal dysfunction that often rapidly leads to
dialysis and death. KIACTA(TM) is partnered with global private equity firm
Auven Therapeutics. AA amyloidosis affects approximately 35,000 to 50,000
individuals in the United States, Europe and Japan. 


Forward Looking Statements 

Certain statements contained in this news release, other than statements of fact
that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and uncertainties,
known and unknown, many of which are beyond the control of BELLUS Health Inc. or
Thallion Pharmaceuticals Inc. Such risks include but are not limited to: the
ability to obtain Court and regulatory approvals, third party consents and to
satisfy other closing conditions, the ability to satisfy the conditions for
increased cash consideration pursuant to the second amendment of the acquisition
agreement, risks relating to the satisfaction of payment conditions under the
CVRs, the ability to obtain financing, the impact of general economic
conditions, general conditions in the pharmaceutical and/or nutraceutical
industry, changes in the regulatory environment in the jurisdictions in which
the BELLUS Health Inc. and Thallion Pharmaceuticals Inc. do business, stock
market volatility, fluctuations in costs, changes to the competitive environment
due to consolidation, achievement of forecasted burn rate, achievement of
forecasted clinical trial milestones, and that actual results may vary once the
final and quality-controlled verification of data and analyses has been
completed. Consequently, actual future results may differ materially from the
anticipated results expressed in the forward-looking statements, and there can
be no assurance that any amounts will become payable under the CVRs. The reader
should not place undue reliance, if any, on any forward-looking statements
included in this news release. These statements speak only as of the date made
and neither BELLUS Health Inc. nor Thallion Pharmaceuticals Inc. is under any
obligation to update or revise such statements as a result of any event,
circumstances or otherwise, and BELLUS Health Inc. and Thallion Pharmaceuticals
Inc. disavow any intention to do so, unless required by applicable legislation
or regulation. Please see the public fillings of BELLUS Health Inc. and Thallion
Pharmaceuticals Inc., including the Annual Information Form of BELLUS Health
Inc. for further risk factors that might affect both companies and their
respective businesses. 


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
BELLUS Health Contact:
Adam Peeler
TMX Equicom
416-815-0700 ext. 225
apeeler@tmxequicom.com


Thallion Contact:
Michael Singer
Chief Financial Officer
(514) 940-3600
(514) 336-2343 (FAX)
info@thallion.com
www.thallion.com

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