TSX Venture: QPT
EDMONTON, Dec. 3, 2018 /CNW/ - Quest PharmaTech Inc.
(TSX-V: QPT) ("Quest" or the "Company"), a biopharmaceutical
company developing and commercializing products to improve the
quality of life, today announced that its board of directors (the
"Board") has approved the adoption of a Shareholder Rights
Plan Agreement (the "Rights Plan") between the Company and
Computershare Trust Company of Canada.
The Rights Plan has been adopted to ensure, to the extent
possible, that all shareholders of the Company are treated fairly
and equally in connection with any take-over bid or other
acquisition of control of the Company. The Rights Plan is not
intended to deter or discourage bids. It allows a potential bidder
to make a "Permitted Bid" as described below directly to the
shareholders of the Company without the prior approval of the
Board.
One right will be issued and attached to each common share of
Quest outstanding as of November 27,
2018. For administrative convenience, the rights will trade
with the common shares and be represented by the certificates
representing common shares and no further action will be required
by shareholders. A right will also automatically attach to
each common share of Quest issued hereafter.
Subject to the terms of the Rights Plan and to certain
exceptions provided therein, the rights will become exercisable in
the event that, following the implementation of the Rights Plan,
any person (an "Acquiring Person"), together with joint
actors, acquires or announces its intention to acquire beneficial
ownership of 20% or more of the Company's outstanding common shares
without complying with the "Permitted Bid" provisions of the Rights
Plan or in circumstances where the application of the Rights Plan
is waived in accordance with its terms. The "Permitted Bid"
provisions prevent the dilutive effects of the Rights Plan from
operating if a take-over bid is made to all holders of common
shares of the Company (other than the bidder) by way of a take-over
bid circular that remains open for acceptance for a minimum of 105
days and satisfies certain other conditions. In circumstances
where a take-over bid does not comply with the requirements of the
Rights Plan or where the application of the Rights Plan is not
waived in accordance with its terms, the rights holders (other than
the acquiring person and any joint actors) will be entitled to
purchase additional common shares of the Company at a significant
discount to the market price.
The Rights Plan has been conditionally approved by the TSX
Venture Exchange and is effective immediately but is subject to
ratification by the shareholders of the Company within six
months of its effective date. The Company has called an
annual meeting of shareholders for January
28, 2019 and the Rights Plan will be considered for
ratification at that meeting. The Board considers the adoption of
the Rights Plan to be desirable and in the interests of all of the
Company's shareholders. If the Rights Plan is not ratified by
the Company's shareholders within six months, the Rights Plan and
all rights issued thereunder will terminate and cease to be
effective at that time. If the Rights Plan is ratified, it
will be required to be reconfirmed prior to the close of the annual
meeting of shareholders to be held in 2022 to continue.
Neither the Board nor management of the Company is aware of any
pending or threatened take-over bid for the Company.
About Quest PharmaTech Inc.
Quest PharmaTech Inc is a
publicly traded, Canadian based biopharmaceutical company
developing products to improve the quality of life. The Company
through its subsidiary, OncoQuest and its Chinese joint venture,
OncoVent, is developing antibody based immunotherapeutic products
for cancer. Quest has an ownership interest in Bioceltran which is
focused on SP Technology™ for transdermal delivery of drugs and
photosensitizers for pharmaceutical and cosmetic purposes. Quest
through its subsidiary, Madenco BioSciences, is focusing on the
development of pharmaceutical products for dermatology and wound
healing applications. Quest, through its ownership interest
in OncoCare Therapeutics, is developing an antibody licensed from
University of Nebraska, AR 9.6 mAb
against truncated O-glycan on MUC16, for targeted cancer therapy
applications.
Neither 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.
SOURCE Quest PharmaTech Inc.