NUCRYST Announces Special Meeting of Shareholders
21 November 2009 - 10:18AM
PR Newswire (US)
PRINCETON, NJ, Nov. 20 /PRNewswire-FirstCall/ -- NUCRYST
Pharmaceuticals Corp. announced today that a Special Meeting of
Shareholders will be held on Monday, December 21, 2009. The purpose
of the Meeting is to consider approval of two special resolutions.
The first special resolution is to approve and authorize the sale
of all or substantially all of the assets of NUCRYST, substantially
on the terms provided for in the asset purchase agreement dated
November 10, 2009 among the NUCRYST Pharmaceuticals Corp., NUCRYST
Pharmaceuticals Inc., Smith & Nephew Inc. and Smith &
Nephew (Overseas) Limited. If the first special resolution is
approved, shareholders will be asked to consider a second special
resolution approving the amalgamation of the Corporation with
1499642 Alberta Ltd., a wholly-owned subsidiary of The Westaim
Corporation substantially on the terms and conditions provided for
in the amalgamation agreement dated November 10, 2009 between the
NUCRYST and 1499642 Alberta Ltd. The Special Meeting will be held
at the offices of Bennett Jones LLP, Suite 4500, 855 2nd Street
S.W., Calgary, Alberta at 10 a.m. MST. NUCRYST shareholders of
record on November 25, 2009 will be entitled to vote at the
Meeting. The Management Information Circular and Instrument of
Proxy will be mailed on or before November 30, 2009. About NUCRYST
Pharmaceuticals NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST; TSX:
NCS) develops, manufactures and commercializes medical products
that fight infection and inflammation using SILCRYST(TM), its
patented atomically disordered nanocrystalline silver technology.
NUCRYST licensed world-wide rights for SILCRYST(TM) wound care
coating products to Smith & Nephew plc, which markets these
products in over 30 countries under their Acticoat(TM) trademark.
NUCRYST is also developing pharmaceutical products to address
medical conditions that are characterized by pain, infection and
inflammation. The Company has developed its proprietary
nanocrystalline silver in a powder form, referred to as NPI 32101
for use in medical devices and as an active pharmaceutical
ingredient. SILCRYST(TM) is a trademark of NUCRYST Pharmaceuticals
Corp. Acticoat(TM) is a trademark of Smith & Nephew plc The
financial results in this news release are unaudited, and are not a
complete disclosure of our quarterly or results. This news release
contains forward-looking statements within the meaning of
securities legislation in the United States and Canada
(collectively "forward-looking statements"). Forward-looking
statements in this news release include, but are not limited to,
statements about: our strategy, future operations, prospects and
plans of management and our ability to achieve operating
efficiencies and cost reductions. With respect to the
forward-looking statements contained in this news release, readers
are cautioned that numerous risks, uncertainties and other factors
could cause our actual results to differ materially from those
indicated in these statements including, but not limited to: future
shareholder actions with respect to the proposed sale transaction,
the proposed amalgamation, our capitalization or strategic
direction; the failure to satisfy or waive any conditions to
closing of the sale transaction or the amalgamation; the
intervention of other events that result in any delay in completing
or the failure to complete the sale transaction or the
amalgamation; the performance of the stock markets generally; our
ability to satisfy regulatory and stock exchange standards and
requirements to complete the sale transaction or the amalgamation;
the uncertainty of our future operating results, which are likely
to fluctuate and could under certain conditions prevent the
completion of the sale transaction or the amalgamation; our
reliance on and ability to maintain our collaboration with Smith
& Nephew should the proposed sale transaction not be completed;
our reliance on sales of Acticoat(TM) products with our
SILCRYST(TM) coatings by Smith & Nephew; changes in regulation
or tax laws applicable to us; changes in general economic and
capital market conditions; other risks and uncertainties that have
not been identified at this time; and management's response to
these factors. Although we have attempted to identify the important
risks, uncertainties and other factors that could cause actual
results or events to differ materially from those expressed or
implied in the forward-looking statements in this release, there
may be other factors that cause actual results or events to differ
from those expressed or implied in forward looking statements. For
a more thorough discussion of the risks associated with our
business, see the "Risk Factors" section in our Annual Report on
Form 10-K for the year ended December 31, 2008 and in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2009, once
filed with the U.S. Securities and Exchange Commission on EDGAR at
http://www.sec.gov/ and with securities authorities in Canada on
SEDAR at http://www.sedar.com/. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement
and NUCRYST disclaims any intention or obligation to revise or
update any forward-looking statements whether as a result of new
information, future developments or otherwise after the date
hereof. DATASOURCE: NUCRYST Pharmaceuticals Corp. CONTACT: David
Wills, Gillian McArdle, Investor Relations, (416) 504-8464,
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