Business
Westaim announces completion of amalgamation with NUCRYST Pharmaceuticals Corp.
Westaim announces completion of amalgamation with NUCRYST Pharmaceuticals Corp.
About this update from Westaim Corporation
[{"type":"text","content":"\n\n\n\nFeb. 8, 2010 (Canada NewsWire Group) -- TORONTO, Feb. 8 /CNW/ -- The Westaim Corporation (Westaim or the Company) (TSX: \"WED\") announced today that, following the approval of the transaction by the shareholders of NUCRYST Pharmaceuticals Corp. (Nucryst), Westaim's wholly-owned subsidiary, 1499642 Alberta Ltd. (1499642), amalgamated (the Amalgamation) with Nucryst to form a new company under the name \"Westaim Holdings Limited\" (Westaim Holdings).Under the terms of the Amalgamation, Nucryst shareholders (other than Westaim) received for each issued and outstanding share in Nucryst one redeemable preferred share in the capital of Westaim Holdings, which preferred share was immediately redeemed for US$1.77 in cash (the Redemption Consideration) upon the completion of the Amalgamation. A total of 4,633,665 redeemable preferred shares of Westaim Holdings were issued in connection with the Amalgamation and have been redeemed for an aggregate redemption price of US$8,201,587.05.In order to receive the Redemption Consideration, Nucryst shareholders should follow the instructions set forth under \"Information Regarding the Amalgamation-Redemption Procedure\" in the Notice and Information Circular of Nucryst dated November 25, 2009 previously delivered to shareholders and filed with securities authorities in Canada on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission on December 1, 2009 as Exhibit (a)(1) to the Schedule 13E-3 Transaction Statement filed by Nucryst, Westaim and 1499642.The Amalgamation follows the sale (the Sale Transaction) by Nucryst of substantially all of its assets pursuant to an asset purchase agreement dated November 10, 2009, as amended (the Purchase Agreement), among Nucryst, NUCRYST Pharmaceuticals Inc., Smith & Nephew Inc. and Smith & Nephew (Overseas) Limited (collectively, S&N). In connection with the Sale Transaction, Westaim entered into a keep well agreement (the Keep Well Agreement) and an environmental indemnification agreement (the Indemnification Agreement) with S&N. Under the Keep Well Agreement, Westaim agreed not to take any action which would cause Nucryst to breach its covenant in the Purchase Agreement to maintain a minimum net worth of at least US$4 million provided that Westaim's liability for any breach of the Keep Well Agreement cannot exceed US$4 ...