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TLN Thallion Pharmaceuticals

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Thallion Pharmaceuticals TSXV:TLN TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Thallion Pharmaceuticals Announces Minimum Effective Net Cash of $7,500,000 Resulting in Cash Component of at Least $0.1765 P...

02/08/2013 1:00pm

Marketwired Canada


Thallion Pharmaceuticals Inc. ("Thallion") (TSX VENTURE:TLN) and BELLUS Health
Inc. (TSX:BLU) ("BELLUS Health") announced today that in accordance with the
acquisition agreement dated June 17, 2013, as amended (the "Acquisition
Agreement") pertaining to the proposed plan of arrangement (the "Arrangement")
involving the acquisition of Thallion by BELLUS Health, the Effective Net Cash
(within the meaning of the Acquisition Agreement) is equal to a minimum of
$7,500,000 including the deemed proceeds for the exercise or cancellation and
treatment as per the plan of Arrangement of "in-the-money" options of
approximately $500,000, resulting in the cash component of the consideration to
be received by Thallion's shareholders on the effectiveness of the Arrangement
being at least $0.1765 per common share (the "Minimum Cash Component").


BELLUS Health and Thallion also announced today that they have entered into a
second amendment (the "Second Amendment") to the Acquisition Agreement. The
Second Amendment provides for the potential increase of the cash component of
the consideration payable on the effectiveness of the Arrangement estimated to
be of up to approximately $0.0124 per common share in addition to the Minimum
Cash Component. Pursuant to the Second Amendment, 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).


A copy of the Second Amendment will be filed with Canadian securities regulators
and will be available on SEDAR at www.sedar.com as part of Thallion's public
filings.


In addition to the cash component of the consideration, the Arrangement also
provides for the issuance of 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.


Voting Support Agreement with Fonds de solidarite des travailleurs du Quebec
(F.T.Q.)


Fonds de solidarite des travailleurs du Quebec (F.T.Q.), which holds
approximately 6.9% of the issued and outstanding shares of Thallion, has entered
into a voting support agreement with BELLUS Health under which it has agreed to,
among other things, vote or cause to be voted all of its shares of Thallion in
favour of the Arrangement. In addition to the previously obtained 24.1% in
support from other Thallion shareholders, this now represents total shareholder
support of approximately 31%.


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, 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:
TMX Equicom
Adam Peeler
416-815-0700 ext. 225
apeeler@tmxequicom.com


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

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