CALGARY, June 25 /CNW Telbec/ - This press release is issued by FMRC Family Trust ("FMRC"), as required by Canadian provincial securities legislation. 1324286 Alberta Ltd. ("Alberta"), a wholly-owned subsidiary of FMRC (a trust of which Dr. Francesco Bellini, the Chairman, President and Chief Executive Officer of Bellus Health Inc. ("Bellus"), is a beneficiary) owns 50% of the outstanding common shares of Picchio Pharma Inc. ("Picchio"). Pursuant to applicable securities legislation, the trustees of FMRC, Messrs. John W. Churchill and Vernon H. Strang (the "Trustees"), are deemed to be joint actors of FMRC, and the Trustees and FMRC are deemed to be joint actors of Alberta. For reporting purposes under the Early Warning System, the Trustees are obliged to include the holdings of FMRC and the Trustees and FMRC are obliged to include the holdings of Alberta in determining their ownership of the securities of Bellus.
FMRC announces that on June 25, 2009, Picchio transferred to Alberta ownership of 5,725,215 common shares of Bellus. These shares were transferred pursuant to agreements between Picchio and its shareholders, Alberta and Victoria Square Ventures Inc. ("VSVI"), under which Picchio agreed to transfer to Alberta and VSVI all of the shares of Bellus held, directly or indirectly, by Picchio. As a result of such transfers, Picchio does not hold any shares of Bellus. The 5,725,215 common shares transferred to Alberta represent approximately 11.4% of the outstanding common shares of Bellus.
FMRC currently owns 256,039 common shares of Bellus representing approximately 0.51% of the outstanding common shares of Bellus, and 20,150,000 Series A 6% Cumulative Convertible Preferred Shares of Bellus (the "Preferred Shares"). In the aggregate, the Preferred Shares and the dividends payable on such Preferred Shares are convertible into 27,032,571 common shares of Bellus, which would represent approximately 35.1% of the outstanding common shares of Bellus. The foregoing assumes that the Preferred Shares remain outstanding until maturity and are converted in full on the basis of one common share for each Preferred Share and that all dividends are paid by the issuance of common shares at an assumed market price of $0.35 per share, but exclude any common shares of Bellus issuable upon conversion or exercise of all other outstanding convertible securities of Bellus (collectively, the "Conversion Assumptions").
Assuming the Conversion Assumptions and conversion of the Preferred Shares held by FMRC, Alberta would own 5,725,215 common shares of Bellus, representing approximately 7.4% of the outstanding common shares of Bellus, and the Trustees and FMRC would own an aggregate of 33,013,825 common shares of Bellus, representing approximately 42.8% of the outstanding common shares of Bellus.
Assuming that all outstanding convertible securities of Bellus, including all Series A 6% Cumulative Convertible Preferred Shares issued by Bellus, as well as the dividends payable thereon, are converted on the same basis as above, the Trustees and FMRC would own approximately 7.2% of the outstanding common shares of Bellus.
The transactions described in this press release were carried out pursuant to private agreements in connection with a reorganization of Picchio's holdings and the proposed distribution of substantially all of the assets of Picchio.
This press release does not constitute an admission that the Trustees, FMRC and Alberta in fact act jointly or in concert with respect to the acquisition or disposition of securities of Bellus. In accordance with applicable securities laws and depending on market conditions and other relevant factors, all of them may make additional investments in or dispositions of securities of Bellus, including additional purchases of Bellus common shares.
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