March 16, 2023
Original press release available here
Mississauga, Ontario, Canada and Montréal, Québec, Canada – March 14, 2023 – Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) (“Miravo” or the “Company”) and Searchlight Pharma Inc., a private Canadian-based specialty healthcare company (“Searchlight”), are pleased to announce the closing of the previously announced plan of arrangement (the “Arrangement”) of Miravo with Searchlight. Under the terms of Arrangement, Searchlight acquired all the issued and outstanding common shares of the Company (the “Company Shares”) in exchange for cash consideration of $1.35 per Company Share.
“Today marks the beginning of a new chapter for Miravo as it officially combines with Searchlight and continues as a private company,” said Mark Nawacki, President and CEO of Searchlight Pharma Inc. “Searchlight plus Miravo will be a diversified, large and strong company – based on IQVIA CDH sales data, we will rank in the top three of Canadian specialty pharma companies – and this positions us well to continue to execute our successful business model and to deliver on our leadership objective in the sector. On behalf of the Searchlight team, I express our thanks to all Miravo stakeholders for their cooperation throughout this acquisition process, and I warmly welcome our new Miravo colleagues to the Searchlight family.”
The Company Shares will be de-listed from the TSX and the Company will apply to cease to be a reporting issuer in each of the provinces of Canada.
Registered shareholders of the Company are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s), to TSX Trust Company, as depositary, in order to receive the consideration they are entitled to under the Arrangement. Non-registered shareholders of the Company will receive the consideration they are entitled to under the Arrangement through the intermediary in whose name their Company Shares are registered.
If any shareholder of the Company has questions with respect to the letter of transmittal, please contact the Depositary, toll free at 1-800-387-0825, or by email at email@example.com.
Early Warning Disclosure
Prior to the Arrangement, Searchlight owned no Company Shares. In connection with the Arrangement, Searchlight acquired 11,388,282 Company Shares, representing 100% of the issued and outstanding Company Shares, for cash consideration of $1.35 per Company Share. A copy of the related early warning report will be available under the Company’s SEDAR profile at www.sedar.com and may be obtained from Searchlight upon request by phone at (514) 613-1513 or by email at firstname.lastname@example.org. Searchlight’s head office is located at 1600 Notre-Dame Street West, Suite 312, Montréal, Québec, H3J 1M1.
About Miravo Healthcare
Miravo is a Canadian focused, healthcare company with global reach and a diversified portfolio of commercial products. The Company’s products target several therapeutic areas, including pain, allergy, neurology and dermatology. The Company’s strategy is to in-license and acquire growth-oriented, complementary products for Canadian and international markets. Miravo’s head office is located in Mississauga, Ontario, Canada, the international operations are located in Dublin, Ireland and the Company’s manufacturing facility is located in Varennes, Québec, Canada, though the Company is in the process of winding-down its manufacturing operations in Varennes. For additional information, please visit www.miravohealthcare.com.
About Searchlight Pharma Inc.
Searchlight Pharma Inc., headquartered in Montreal, is a leading Canadian-based specialty healthcare company that executes best-in-class search, acquisition, commercialization, and focused development of innovative and unique specialty healthcare products. Searchlight Pharma Inc.’s core products focus on women’s health, urogynecology, urology, endocrinology and hospital specialty markets, and its team is committed to improving people’s lives by bringing the right products to market. Follow Searchlight Pharma Inc., learn more about what it does, and get to know its product portfolio at www.searchlightpharma.com.
The information in this press release includes certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. More particularly and without limitation, this press release contains forward-looking statements and information concerning the delisting of the Company Shares from the TSX and the Company’s intention to cease to be a reporting issuer, which have been provided in reliance on certain assumptions that the Company and Searchlight believe are reasonable at the time, including the factors discussed under the heading “Risk Factors” in the Company’s annual information form dated March 25, 2022 (available under the Company’s SEDAR profile at www.sedar.com). Forward-looking statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, ongoing objectives, strategies and outlook for the Company. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Forward looking statements may in some cases be identified by words such as “will,” “plans,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should” or the negative of these terms, or similar expressions. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
FOR MORE INFORMATION, PLEASE CONTACT:
Miravo Investor Relations
905 673-6980 / option 2
Searchlight Information(514) 613-1513