Vasogen completes plan of arrangement with Intellipharmaceutics and closes C$7.5 financing with Cervus LP
Date Closed
October 22, 2009
Lead Office
Toronto
Value
7.50 Million CAD
On October 22, 2009, Intellipharmaceutics International Inc. announced the completion of its previously announced plan of arrangement with Vasogen Inc. The shareholders of IntelliPharmaCeutics Ltd. and Vasogen Inc. approved this transaction at their respective shareholder meetings on October 19, 2009, and all court and regulatory approvals required to effect the arrangement have been received. The arrangement resulted in Intellipharmaceutics Ltd. and Intellipharmaceutics Corp. combining with 7231971 Canada Inc., a new Vasogen company, that acquired substantially all of the assets of Vasogen, including the proceeds from its non-dilutive financing transaction with Cervus LP as described further below. The completion of the arrangement results in a new publicly-traded company, Intellipharmaceutics International Inc. (“IPC”)
Separately, Vasogen completed its arrangement with Cervus LP, an Alberta based limited partnership, that reorganized Vasogen Inc. (now renamed Cervus Equipment Corporation) prior to completion of the IPC transaction and which provided gross proceeds of approximately C$7.5 million in non-dilutive capital to IPC.
As a result of these transactions, former shareholders of Intellipharmaceutics Ltd. own approximately 86% of the outstanding common shares of IPC and former shareholders of Vasogen own approximately 14% of the outstanding common shares of IPC. Each former Vasogen shareholder will receive 0.065963061 common shares of IPC, and each former Intellipharmaceutics Ltd. shareholder will receive 0.552788117 common shares of IPC, for each share they exchange in the transaction. Following completion of the arrangement, IPC now has 10,907,060 common shares outstanding.
Vasogen, headquartered in Mississauga, Ontario, focuses on the research and commercial development of therapies designed to target the destructive inflammatory process associated with the development and progression of cardiovascular and neuro-inflammatory disorders.
Intellipharmaceutics, headquartered in Toronto, Ontario, engages in the research, development, and commercialization of controlled-release and targeted pharmaceutical products.
McCarthy Tétrault LLP represented Vasogen, as target, with a team led by Ian Palm.
