UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-39034
BELLUS HEALTH INC.
(Translation of registrant’s name
into English)
275 Armand-Frappier Blvd.
Laval, Québec
H7V 4A7
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K
A press release dated June 28, 2023.
Exhibits
99.1 – Press Release dated June 28, 2023.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BELLUS Health Inc. |
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(Registrant) |
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| Date: June 28, 2023 |
By: |
/s/ Jeremy Martin |
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Name: |
Jeremy Martin |
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Title: |
Director |
Exhibit 99.1
Stock-exchange announcement
For media and investors only
Issued: 28 June 2023, London UK
GSK completes acquisition of BELLUS Health
GSK plc (LSE/NYSE: GSK) and BELLUS Health Inc. (TSX/NASDAQ: BLU) today
announced GSK has completed the acquisition of BELLUS, a biopharmaceutical company working to better the lives of patients suffering from
refractory chronic cough (RCC), by way of a plan of arrangement in accordance with Section 192 of the Canada Business Corporations Act
(the “Arrangement”). The Arrangement was approved by BELLUS’ shareholders on 16 June 2023.
As previously announced, the acquisition of BELLUS includes camlipixant,
a potential best-in-class and highly selective P2X3 antagonist currently in phase III development for the first-line treatment of adult
patients with RCC.
In connection with the closing of the Arrangement, BELLUS also announced
the cancellation of its annual shareholder meeting, which was scheduled for 30 June 2023.
Luke Miels, Chief Commercial Officer, GSK said: “The acquisition
of BELLUS is highly synergistic with GSK’s expertise in respiratory medicines and is further supported by GSK’s leading R&D,
manufacturing, and commercialisation capabilities. We are now focused on progressing camlipixant through phase III trials to offer a therapeutic
option for RCC patients as soon as possible.”
Following the anticipated regulatory approval and launch of camlipixant,
the acquisition is expected to be accretive to adjusted EPS from 2027 and has the potential to deliver significant sales through 2031
and beyond.
Financial Considerations
Upon completion of the Arrangement, GSK acquired all outstanding common
shares of BELLUS for US$14.75 per common share in cash, representing a total equity value of US$2.0 billion (£1.6 billion/C$2.6).
The per-share price represents a premium of approximately 103% to BELLUS’ closing stock price on 17 April 2023 and a premium of
approximately 101% to BELLUS’ volume-weighted average price (VWAP) over the 30 trading days up to 17 April 2023.
About RCC
It is estimated that 28 million patients suffer from chronic cough,
with 10 million patients globally and 6 million in the United States (US) and European Union (EU) suffering from RCC for over a year.1
RCC is defined as a persistent cough for more than eight weeks that does not respond to treatment for an underlying condition or is otherwise
unexplained.2 RCC significantly impacts quality of life, with patients suffering from depression (53%), urinary incontinence
(~50%), pain, rib fractures, social withdrawal, and loss of sleep.3,4 There are no approved medicines for RCC in the US and
EU.
About camlipixant
Camlipixant is an investigational, twice-daily oral P2X3 receptor antagonist
for the treatment of RCC, which is currently being evaluated in the CALM phase III clinical development programme. Given the need for
novel and effective medicines for RCC, camlipixant has the potential to be a breakthrough in the treatment landscape.
Camlipixant is not currently approved anywhere in the world.
About BELLUS
BELLUS is a late-stage biopharmaceutical company working to better
the lives of patients suffering from persistent cough.
Stock-exchange announcement
Stock-exchange announcement
For media and investors only
About GSK in respiratory
For over 50 years, GSK has led the way in
developing medicines that advance the management of asthma and COPD, from introducing the world’s first selective short-acting beta
agonist in 1969 to launching six treatments in five years to create today’s industry-leading respiratory portfolio.
About GSK
GSK is a global biopharma company with a purpose to unite science,
technology, and talent to get ahead of disease together. Find out more at gsk.com.
| GSK enquiries |
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| Media: |
Tim Foley |
+44 (0) 20 8047 5502 |
(London) |
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Sarah Clements |
+44 (0) 20 8047 5502 |
(London) |
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Kathleen Quinn |
+1 202 603 5003 |
(Washington DC) |
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Lyndsay Meyer |
+1 202 302 4595 |
(Washington DC) |
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| Investor Relations: |
Nick Stone |
+44 (0) 7717 618834 |
(London) |
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James Dodwell |
+44 (0) 20 8047 2406 |
(London) |
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Mick Readey |
+44 (0) 7990 339653 |
(London) |
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Josh Williams |
+44 (0) 7385 415719 |
(London) |
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Camilla Campbell |
+44 (0) 7803 050238 |
(London) |
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Steph Mountifield |
+44 (0) 7796 707505 |
(London) |
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Jeff McLaughlin |
+1 215 751 7002 |
(Philadelphia) |
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Frannie DeFranco |
+1 215 751 4855 |
(Philadelphia) |
| BELLUS enquiries |
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Ramzi Benamar |
rbenamar@bellushealth.com |
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Cautionary statement regarding forward-looking
statements
GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include,
but are not limited to, those described under Item 3.D 'Risk factors” in the company's Annual Report on Form 20-F for 2022, and
Q1 Results for 2023 and any impacts of the COVID-19 pandemic.
Early Warning Reporting
In connection with the arrangement above, 14934792
Canada Inc., a wholly-owned subsidiary of GSK and the purchaser for purposes of the arrangement, has filed an early warning report of
BELLUS under BELLUS’ profile on SEDAR. A copy of the early warning report can also be obtained by contacting Alison Pozzobon at
1-855-593-6274. The address of the 14934792 Canada Inc. is 100 Milverton Drive, Suite 800, Mississauga, Ontario L5R 4H1, and the address
of BELLUS is 275 Blvd. Armand-Frappier, Laval (Québec) H7V 4A7.
Registered in England & Wales:
No. 3888792
Registered Office:
980 Great West Road
Brentford, Middlesex
TW8 9GS
References
1 Song et al. The global epidemiology of chronic cough in adults: a
systematic review and meta-analysis. Eur Respir J. 2015; 45: 1479–1481.
2 Meltzer et al. Prevalence and Burden of Chronic Cough in the United
States. J of Allergy Clin Immunol Pract. 2021; 9:4037-44.
3 Dicpinigaitis et al. Prevalence of Depressive Symptoms Among Patients
With Chronic Cough. CHEST. 2006; 130 (6): 1839 – 43.
4 Chamberlain et al. The impact of chronic cough: a cross-sectional
European survey. Lung. 2015 Jun;193(3):401-8.
Stock-exchange announcement
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