LONDON, March 10, 2020 /PRNewswire/ - ADVANZ PHARMA Corp. Limited ("ADVANZ PHARMA" or "the Company") (TSX: ADVZ), a global pharmaceutical company focused on serving the needs of patients and healthcare providers around the world with enhanced access to high quality, niche-established medicines, today announced that its board of directors has authorized the Company to apply to voluntarily delist its limited voting shares from the Toronto Stock Exchange (the "TSX").
The Company has decided to pursue a voluntary delisting from the TSX after concluding that the disadvantages of maintaining its listing on the TSX outweigh the benefits to the Company and its shareholders.
Among the factors considered were the ongoing costs and expenses, both direct and indirect, associated with having the Company's limited voting shares listed on a stock exchange and the additional time required of management to ensure compliance with regulatory requirements of the TSX. The Company believes that the delisting will provide greater operational efficiency and lower costs for the Company. The Company also considered the volatile share price of its limited voting shares on the TSX, which tends to be uncorrelated with the Company's underlying economic fundamentals as set out in its public disclosure.
In addition, considering the Company's limited trading volumes and the very small percentage (approximately 4%) of limited voting shares held by investors who are not parties to the Company's investor rights agreement dated September 6, 2018, the Company believes that the lack of trading liquidity will continue and that the trading prices on the TSX will not reflect the value of the Company's shares.
The TSX allowed the Company to provide written evidence that holders of more than 50% of its limited voting shares (excluding the limited voting shares held by the three shareholders with more than 10% of the limited voting shares, namely GSO Capital Partners, LP, for and on behalf of certain funds for which it or its affiliates act as investment manager, advisor or sub-advisor, Solus Alternative Asset Management LP, for and on behalf of certain managed funds and/or accounts, and Bybrook Capital LLP, as investment manager of certain Bybrook funds (collectively, the "Majority Shareholders")) were familiar with the reasons for and implications of the delisting and were in favour of the delisting, in lieu of calling a meeting of shareholders to approve the delisting.
Further, in accordance with the Company's investor rights agreement, the Company was required to obtain written consent of at least 60% of the holders of the limited voting shares in connection with the voluntary delisting.
The requisite shareholder approval was received for the voluntary delisting, with holders of approximately 80.5% of the limited voting shares, excluding the Majority Shareholders, consenting to the voluntary delisting. In addition, the Majority Shareholders, who hold approximately 72.4% of the limited voting shares have also consented to the voluntary delisting. Overall, the holders of approximately 94.6% of the limited voting shares have consented in writing to and support the voluntary delisting. The Company has filed a voluntary delisting application with the TSX and expects to delist its limited voting shares from the TSX on or about March 27, 2020, at which point there will be no public market to trade the limited voting shares of the Company. The Company will, however, remain a "reporting issuer" under applicable Canadian securities laws, shares that are currently freely tradeable in Ontario will continue to be freely tradeable in Ontario, and the Company will continue to disseminate its continuous disclosure documents as required by such laws until such time as it is no longer required to do so.
About ADVANZ PHARMA
ADVANZ PHARMA operates an international specialty pharmaceutical business with a diversified portfolio of more than 200 branded and unbranded products, and sales in more than 90 countries, and going forward, is focused on becoming the leading platform for niche-established medicines, with advanced commercial capabilities throughout Western Europe.
ADVANZ PHARMA's registered office is in Jersey, Channel Islands. The Company operates globally through its subsidiaries in Sydney, Australia; London, England; Mumbai, India; Dublin, Ireland; St. Helier, Jersey; and in Helsingborg, Sweden.
Notice Regarding Forward-looking Statements and Information:
This news release includes forward‐looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward‐looking information within the meaning of Canadian securities laws, regarding ADVANZ PHARMA and its business, which may include the proposed delisting of its limited voting shares from the TSX. Often, but not always, forward‐looking statements and forward‐looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of ADVANZ PHARMA's management, and are based on assumptions and subject to risks and uncertainties. Although ADVANZ PHARMA's management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward‐looking events and circumstances discussed in this news release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting ADVANZ PHARMA, including risks associated with ADVANZ PHARMA's securities, increased indebtedness and leverage, ADVANZ PHARMA's growth, risks associated with the use of ADVANZ PHARMA's products, the inability to generate cash flows, revenues and/or stable margins, the inability to repay debt and/or satisfy future obligations, risks associated with a delay in releasing ADVANZ PHARMA's financial statements (which could result in a default under ADVANZ PHARMA's debt agreements and a violation of applicable laws), ADVANZ PHARMA's outstanding debt, risks associated with the geographic markets in which ADVANZ PHARMA operates and/or distributes its products, risks associated with distribution agreements, the pharmaceutical industry and the regulation thereof, regulatory investigations, the failure to comply with applicable laws, economic factors, market conditions, risks associated with growth and competition, the failure to obtain regulatory approvals, the equity and debt markets generally, general economic and stock market conditions, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), political risks (including changes to political conditions), risks associated with the United Kingdom's exit from the European Union (including, without limitation, risks associated with regulatory changes in the pharmaceutical industry, changes in cross‐border tariff and cost structures and the loss of access to the European Union global trade markets), risks related to patent infringement actions, the loss of intellectual property rights, risks and uncertainties detailed from time to time in ADVANZ PHARMA's filings with the Canadian Securities Administrators, and many other factors beyond the control of ADVANZ PHARMA. Although ADVANZ PHARMA has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking statements and information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward‐looking statement or information can be guaranteed. Except as required by applicable securities laws, forward‐looking statements and information speak only as of the date on which they are made and ADVANZ PHARMA undertakes no obligation to publicly update or revise any forward‐looking statement or information, whether as a result of new information, future events, or otherwise.
SOURCE ADVANZ PHARMA Corp.