BURNABY, BC,
April 29, 2014 /CNW/ - Welichem
Biotech Inc. (the "Company") (TSX-V: WBI) announces today that its
board of directors, on the recommendation of its special committee,
unanimously recommends that Welichem shareholders REJECT the
unsolicited offer (the "Offer") to purchase all of the Welichem
common shares (the "Shares") at a price of $0.15 per Share by LJ Resources Co., Ltd. ("LJ")
and NOT TENDER their Shares to the Offer.
After careful consideration and discussion, the
special committee and board of directors of Welichem have
determined, following analysis by the special committee with
financial and legal advice, that the Offer is financially
inadequate and not in the best interests of Welichem
shareholders. The Offer is at a significant discount to both
the current trading price of the Shares on the TSX Venture Exchange
and the fair market value of the Shares as determined by an
independent valuator in the valuation included in LJ's take-over
bid circular.
The Board's recommendation that the Welichem
shareholders REJECT the Offer and DO NOT TENDER their Shares, as
well as a more detailed discussion of its reasons for rejecting the
Offer, and the written fairness opinion provided by Evans and
Evans, Inc., are contained in a directors' circular that will be
filed today, a copy of which will be available at www.sedar.com.
Copies of the directors' circular are being mailed to all Welichem
shareholders, who are urged to read the directors' circular in its
entirety.
In addition, the special committee has
determined that LJ's take-over bid circular contains numerous
deficiencies and misrepresentations and, as such, the board of
directors has determined, on the recommendation of the special
committee, that it is necessary and appropriate for the Company to
apply for orders from the British Columbia Securities Commission to
have the Offer cease-traded and/or to require that LJ correct the
deficiencies in their circular prior to proceeding with the Offer.
The application was made on April 28,
2014.
About Welichem Biotech Inc.
Welichem Biotech Inc. is a publicly-traded
biotechnology company developing therapeutic drugs in the fields of
autoimmune diseases and cancer. For a more complete business and
financial profile of the Company, interested parties are encouraged
to visit the Company's website, www.welichem.com.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
All statements included in this press release
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward-looking statements. In particular, this document
contains forward-looking information and statements regarding the
Offer and the Special Committee's review of available information
relating to same.
These forward-looking statements involve
numerous assumptions made by the Company based on its experience,
perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate
in the circumstances. In addition, these statements involve
substantial known and unknown risks and uncertainties that
contribute to the possibility that the predictions, forecasts,
projections and other forward-looking statements will prove
inaccurate, certain of which are beyond the Company's control,
including any possible amendments to the Offer or to the take-over
bid circular, the outcome of the Company's application to the
British Columbia Securities Commission, further actions or
announcements of the offeror or other third parties, changes in
laws and regulations, stock market volatility and obtaining
required approvals of regulatory authorities. Readers should not
place undue reliance on forward-looking statements.
There can be no assurance that
forward-looking statements or information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Accordingly, you should not place undue reliance on the
forward-looking statements or information contained herein.
Except as required by law, we do not expect to update
forward-looking statements and information.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE Welichem Biotech Inc.