Business
NUCRYST Announces Agreement to Sell Acticoat Business and Proposes Amalgamation with Westaim
NUCRYST Announces Agreement to Sell Acticoat Business and Proposes Amalgamation with Westaim
About this update from Westaim Corporation
[{"type":"text","content":"\n\n\n\nNov. 10, 2009 (Canada NewsWire Group) -- PRINCETON, NJ, Nov. 10 /CNW/ -- NUCRYST Pharmaceuticals Corp. announced today the execution of a definitive agreement (the \"S&N Agreement\") with subsidiaries of Smith & Nephew plc. (LSE: SN; NYSE: SNN) for the sale to Smith & Nephew of substantially all of Nucryst's operations and assets including all rights to its proprietary nanocrystalline silver technology for cash consideration of US$21 million plus the value of working capital and subject to certain adjustments (the \"Sale Transaction\"). The closing of the Sale Transaction is subject to customary conditions including the approval of Nucryst shareholders.Nucryst also entered into an amalgamation agreement with The Westaim Corporation, which currently owns approximately 75% of Nucryst's outstanding common shares. Under the amalgamation agreement, Nucryst will amalgamate with a newly formed subsidiary of Westaim to form Amalco (the \"Amalgamation\") and Nucryst shareholders other than Westaim will receive one redeemable preferred share in the capital of Amalco, which share will be redeemed for US$1.77 in cash upon the completion of the Amalgamation. Completion of the Amalgamation is subject to certain conditions including closing of the Sale Transaction and the approval of Nucryst shareholders. Following the completion of the Amalgamation, Nucryst intends to delist from the TSX and NASDAQ stock exchanges.The board of directors of Nucryst engaged KPMG Corporate Finance Inc. to provide a fairness opinion regarding the Sale Transaction and an independent valuation of Nucryst for the purpose of the Amalgamation, in accordance with Multilateral Instrument 61-101. Specifically, KPMG Corporate Finance Inc. has opined that the consideration offered in the S&N Agreement is fair, from a financial point of view, to Nucryst. In addition, the valuation prepared by KPMG Corporate Finance Inc. provides a valuation range of $1.72 to $1.82 per common share, subject to certain assumptions. Particulars of the fairness opinion and the valuation will be provided to shareholders with the materials mailed to shareholders in connection with the meeting to approve the Sale Transaction and the Amalgamation.The board of directors of Nucryst unanimously determined that the Sale Transaction is in the best interests of Nucryst and is fair, from a financi...