Acasti Pharma Inc. ("
Acasti") (TSX-V:APO), a
subsidiary of Neptune Technologies & Bioressources Inc.
("Neptune") (Nasdaq:NEPT) (TSX-V:NTB), announces that it will issue
to the holders of its outstanding Class A Shares of record at the
close of business on July 5, 2011 (the "Record Date") transferable
rights (each, a "Right") to subscribe for Class A Shares on the
terms set forth in a Rights Offering Circular (the "Rights
Offering" or "Offering"). Rights will be evidenced by transferable
rights certificates. Each registered holder of Class A Shares on
the Record Date will receive one Right for each Class A Share held.
Ten (10) Rights plus the sum of $1.25 are required to subscribe for
one Class A Share. The Rights expire at 4:00 p.m. (Montreal time)
on October 6, 2011 (the "Rights Expiry Date"), after which time
unexcercised Rights will be void and of no value. The Rights
Offering Circular will be mailed by Acasti to its registered
shareholders on July 8, 2011 and will be available on the SEDAR
website at www.sedar.com.
Acasti's outstanding Class A Shares are listed on the TSX
Venture Exchange (the "TSX-V") under the symbol "APO". The TSX-V
has conditionally approved the listing of the Rights. The
Rights will be listed on the TSX-V under the symbol "APO.RT" and
will be posted for trading on the TSX-V until 12:00 p.m. (Montreal
time) on the Rights Expiry Date. The TSX-V has also
conditionally approved the listing of the Class A Shares issuable
on the exercise of the Rights.
The Offering will allow Acasti shareholders of record on the
Record Date to subscribe up to an additional 10% of Acasti's
outstanding Class A Shares. Assuming the exercise of all Rights
issued in the Rights Offering and subject to adjustment for Class A
Shares issued pursuant to the exercise of securities convertible
into Class A Shares prior to the Record Date, Acasti would receive
net proceeds of approximately $7,975,000 from the sale of the Class
A Shares, after deducting expenses of this Rights
Offering. Acasti intends to use the net proceeds for the
development of its prescription drug, CaPreTM, commercialization of
its medical food, OnemiaTM, development of new over-the-counter
combination products and working capital purposes. The
Offering also includes an additional subscription privilege for
rights not otherwise exercised, such additional subscription to be
allocated on a pro rata basis.
The Rights Offering is being made to holders of Class A Shares
in all of the provinces and territories of Canada, and in other
jurisdictions where permitted by applicable law. The Rights and the
common shares issuable on exercise of the Rights will not be and
have not been registered under the United States Securities Act of
1933, as amended. Accordingly, the Rights may not be exercised by
or on behalf of a person within the United States absent
registration or an applicable exemption from the registration
requirements.
Rights Offering materials will not be mailed to holders of
common shares resident outside of Canada in jurisdictions in which
such materials are not permitted to be distributed ("Ineligible
Shareholders"). Ineligible Shareholders will be sent a letter
advising them that their rights certificates will be issued to and
held by the subscription agent, which will hold those rights as
agent for the benefit of all Ineligible Shareholders. The letter
will outline the terms on which Acasti may accept subscriptions
from certain Ineligible Shareholders.
The subscription agent will attempt, on a commercially
reasonable basis, to sell the rights of Ineligible Shareholders
(other than those shareholders from whom Acasti accepts
subscriptions) over the facilities of the TSX-V. The subscription
agent will mail cheques representing the net proceeds, without
interest, from such sales.
In connection with the Rights Offering, Neptune announces that,
in order to allow its shareholders to benefit from the Rights
Offering, it will distribute the 38,617,733 Rights it is entitled
to receive under the Offering directly to its own shareholders of
record as at the Record Date. To this end, Neptune announces that
it today declared a dividend of an amount equal the aggregate value
on the Record Date of the 38,617,733 Rights it is entitled to
received under the Offering, payable in kind by the transfer of
these Rights where permitted by law. In jurisdictions in which
the dividend is not permitted to be payable in kind, then
shareholders shall receive the dividend in the form of cash (upon
sale of the rights by the subscription agent). Accordingly,
based on the Black-Scholes Option pricing model, assuming a closing
price on the TSX-V of $1.40 per Acasti Class A shares on the Record
Date, the aggregate value of the Rights to be received by Neptune
would be of approximately $1,750,000 and would correspond to a
dividend of $0.036 per Neptune common share payable by the transfer
of 0.788 of a Right, assuming no issuance of common shares pursuant
to the exercise of Neptune convertible securities prior to the
Record Date. Neptune shareholders will receive the Rights Offering
Circular and rights certificate in the same manner as Acasti's
shareholders. Assuming the exercise of all Rights issued and
the distribution of all Rights Neptune is entitled to receive
pursuant to the Offering directly to its shareholders, Neptune will
remain a majority shareholder of Acasti.
The Corporation has not appointed a managing dealer in
connection with the Rights Offering.
Acasti also announces that it today granted a total of 2,330,000
incentive stock options to its employees, officers and
directors. The stock options are exercisable at $1.40 for a
period of 5 years. Directors and officers of Acasti were
granted a total of 1,325,000 of these options. The granting of
these options is subject to the ratification by its shareholders of
Acasti's amended and restated stock option plan at the shareholders
annual meeting, to be held on June 22, 2011.
This release is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the
United States absent registration or an exemption from
registration.
About Acasti Pharma Inc.
Acasti Pharma is developing a product portfolio of proprietary
novel long-chain omega-3 phospholipids. Phospholipids are the major
component of cell membranes and are essential for all vital cell
processes. They are one of the principal constituents of High
Density Lipoprotein (good cholesterol) and, as such, play an
important role in modulating cholesterol efflux. Acasti Pharma's
proprietary novel phospholipids carry and functionalize the
polyunsaturated omega-3 fatty acids EPA and DHA, which have been
shown to have substantial health benefits and which are stabilized
by potent antioxidants. Acasti Pharma is focusing initially on
treatments for chronic cardiovascular and cardiometabolic
conditions within the over-the-counter, medical food and
prescription drug markets.
About Neptune Technologies & Bioressources
Inc.
Neptune is an industry-recognized leader in the innovation,
production and formulation of science-based and clinically proven
novel phospholipid products for the nutraceutical and
pharmaceutical markets. The Company focuses on growing consumer
health markets including cardiovascular, inflammatory and
neurological diseases driven by consumers taking a more proactive
approach to managing health and preventing disease. The Company
sponsors clinical trials aimed to demonstrate its product health
benefits and to obtain regulatory approval for label health claims.
Neptune is continuously expanding its intellectual property
portfolio as well as clinical studies and regulatory approvals.
Neptune's products are marketed and distributed in over 20
countries worldwide.
About NeuroBioPharm Inc.
NeuroBioPharm is pursuing pharmaceutical neurological
applications, and a clinical study for a medical food product with
a multinational partner is already initiated. The development of a
prescription drug candidate is currently in progress. Advanced
clinical development and commercialization is planned to be carried
out with multinational partners.
"Neither Nasdaq nor the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
Statements in this press release that are not statements of
historical or current fact constitute "forward-looking statements"
within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995 and Canadian securities laws. Such
forward-looking statements involve known and unknown risks,
uncertainties, and other unknown factors that could cause the
actual results of the Company to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are
urged to consider statements labeled with the terms "believes,"
"belief," "expects," "intends," "anticipates," "will," or
"plans" to be uncertain and forward-looking. The forward-looking
statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in the
Company's reports filed with the Securities and Exchange Commission
and the Canadian securities commissions.
CONTACT: Acasti Contact:
Xavier Harland
Chief Financial Officer
+1.450.687.2262
x.harland@acastipharma.com
www.acastipharma.com
Neptune Contact:
Andre Godin,
Chief Financial Officer
+1.450.687.2262
a.godin@neptunebiotech.com
www.neptunebiotech.com
Howard Group Contact:
Bob Beaty
+1.888.221.0915
bob@howardgroupinc.com
www.howardgroupinc.com
CEOcast Contact:
Dan Schustack
+1.212.732.4300
dschustack@ceocast.com
www.ceocast.com
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