NASDAQ: CORV TSX: CORV
VANCOUVER, May 4, 2020 /CNW/ - Correvio Pharma Corp.
("Correvio" or the "Company") (NASDAQ: CORV) (TSX: CORV), a
specialty pharmaceutical company focused on commercializing
hospital drugs, today announced that it has postponed the
reporting of its financial statements and management discussion and
analysis (the "2020 Disclosure") in respect of the first quarter
ended March 31, 2020 beyond the
previous expected date of May 15,
2020. The Company now expects to release its 2020 Disclosure
on or before June 29, 2020, subject
to the Company ceasing to be a reporting issuer prior to the filing
deadline as a result of the Proposed Arrangement (as defined
below).
In rescheduling the 2020 Disclosure, the Company is relying upon
the British Columbia Securities Commission blanket order BCI 51-515
- Temporary Exemption from Certain Corporate Finance
Requirements (and similar exemptions provided by other Canadian
Securities Administrators), which, in light of COVID-19 and its
impact on market participants, provides a 45-day extension for
periodic filings normally required to be made by issuers during the
period from March 23, 2020 to
June 1, 2020.
The Company also confirms that its management and insiders are
subject to a trading blackout pursuant to the Company's Insider
Trading Policy, a copy of which is available on the Company's
website, that reflects the principles set out in section 9 of
National Policy 11-207. The Company will continue to issue press
releases and material change reports as required by applicable
securities laws and regulations.
Since the date of the Company's most recently disclosed annual
financial statements for the period ending December 31, 2019, there have been the following
material business developments:
Assumption and Assignment Agreement and Exclusive Supply
Agreement with Hong Kong Teson Pharma Limited
On March 10, 2020, the Company
announced that it entered into an exclusive agreement with Hong
Kong Teson Pharma Limited ("Teson") for the commercialization of
Aggrastat®. The agreement covers the territories of
mainland China (excluding
Taiwan and Hong Kong) and Macau. Under the terms of the agreement, the
Company received a one-time upfront payment of U.S.$3 million from Teson. The Company is eligible to
receive up to an additional U.S.$0.5
million upon Teson's first receipt of product, which is
anticipated to occur in 2020. In exchange, Teson will receive
exclusive rights to commercialize Aggrastat® in the
agreed to territories, at its own cost and expense.
Proposed Arrangement with ADVANZ PHARMA Corp.
Limited
On March 15, 2020, the Company
entered into an arrangement agreement (the "ADVANZ Arrangement
Agreement") with ADVANZ PHARMA Corp. Limited ("ADVANZ PHARMA") and
Mercury Pharma Group Limited ("Mercury"), pursuant to which ADVANZ
PHARMA's wholly-owned subsidiary Mercury has agreed to acquire all
of the issued and outstanding common shares of Correvio by way of a
court approved plan of arrangement under the Canada Business
Corporations Act (the "Proposed Arrangement"). The total
purchase price of the transaction is approximately U.S.$76 million, which includes the repayment of
Correvio's outstanding debt of approximately U.S.$48 million. Under the terms of the Proposed
Arrangement, ADVANZ PHARMA will be paying U.S.$0.42 per common share of Correvio (the
"Consideration"), subject to applicable withholdings. ADVANZ PHARMA
intends to pay for the acquisition of Correvio with cash on hand.
The Boards of Directors of Correvio have unanimously approved the
transaction, which remains subject to approval by Correvio
shareholders. The Board of Directors of Correvio unanimously
recommends that Correvio shareholders vote in favor of the Proposed
Arrangement. The foregoing description of the Proposed Arrangement
is qualified in all respects by the full text of the ADVANZ
Arrangement Agreement. A copy of the ADVANZ Arrangement Agreement,
which appends a copy of the plan of arrangement, is available on
Correvio's SEDAR profile at www.sedar.com and on EDGAR at
www.sec.gov. Further details regarding the Proposed Arrangement are
set out in Correvio's management information circular, which is
available on Correvio's SEDAR profile at www.sedar.com and on EDGAR
at www.sec.gov.
Interim Order for Proposed Arrangement
On April 8, 2020, the Company
announced that it has obtained an interim order from the Supreme
Court of British Columbia (the
"Court") authorizing the holding of an annual general and special
meeting (the "Meeting") of the Securityholders (as defined below)
and matters relating to the conduct of the Meeting. At the Meeting,
shareholders and holders of options, restricted share units and
phantom share units (collectively, the "Securityholders") will be
asked to, among other things, pass a special resolution relating to
the Proposed Arrangement. The Company will hold the Meeting in a
virtual only format, which will be conducted via live audio webcast
at https://web.lumiagm.com/202877707 on May
15, 2020 commencing at 10:00 a.m.
(Pacific time). Meeting materials, including a notice of
annual general and special meeting of Securityholders and
management information circular, have been mailed to
Securityholders of record as of April 6,
2020 in advance of the Meeting in accordance with statutory
requirements and the interim order. The materials for the Meeting
have been filed by the Company and are available under the
Company's SEDAR profile at www.sedar.com.
About Correvio Pharma Corp.
Correvio Pharma Corp. is a specialty pharmaceutical company
focused on providing innovative, high-quality brands that meet the
needs of acute care physicians and patients. With a commercial
presence and distribution network covering over 60 countries
worldwide, Correvio develops, acquires and commercializes brands
for the in-hospital, acute care market segment. The Company's
portfolio of approved and marketed brands includes:
Xydalba™ (dalbavancin hydrochloride), for the
treatment of acute bacterial skin and skin structure infections
(ABSSSI);
Zevtera®/Mabelio® (ceftobiprole
medocaril sodium), a cephalosporin antibiotic for the treatment of
community- and hospital-acquired pneumonia (CAP, HAP);
Brinavess® (vernakalant IV) for the rapid
conversion of recent onset atrial fibrillation to sinus rhythm;
Aggrastat® (tirofiban hydrochloride) for the
reduction of thrombotic cardiovascular events in patients with
acute coronary syndrome. Correvio's pipeline of product candidates
includes Trevyent®, a drug device combination that is
designed to deliver treprostinil, the world's leading treatment for
pulmonary arterial hypertension.
Correvio is traded on the NASDAQ Capital Market (CORV) and the
Toronto Stock Exchange (CORV). For more information, please visit
our web site www.correvio.com.
Forward-Looking Statement Disclaimer
Certain statements in this news release contain "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 or "forward-looking information"
under applicable Canadian securities legislation (collectively,
"forward-looking statements"). Forward-looking statements include
statements that may relate to our plans, objectives, goals,
strategies, future events, future revenue or performance, capital
expenditures, financing needs and other information that may not be
based on historical fact. Forward-looking statements can often be
identified by the use of terminology such as "believe", "may",
"plan", "will", "estimate", "continue", "anticipate", "intend",
"expect", "look forward to" and similar expressions.
Forward-looking statements are necessarily based on estimates and
assumptions made by us based on our experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are
appropriate.
By their very nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance, achievements, events or
developments to be materially different from any future results,
performance, achievements, events or developments expressed or
implied by such forward-looking statements. These forward-looking
statements include, but are not limited to, the expected release
date of the 2020 Disclosure; the anticipated timing of payments
pursuant to the supply agreement with Teson; statements relating to
anticipated benefits of the Proposed Arrangement to Correvio and
its securityholders; the timing and receipt of required shareholder
and court approvals for the Proposed Arrangement; the ability of
Correvio and ADVANZ PHARMA to satisfy the other conditions to, and
to complete, the Proposed Arrangement, and the anticipated
timing of the completion of the Proposed Arrangement and Correvio
ceasing to be a reporting issuer.
In respect of the forward-looking statements and information
concerning the anticipated completion of the Proposed Arrangement
and the anticipated timing for completion of the Proposed
Arrangement, Correvio has provided them in reliance on certain
assumptions and believes that they are reasonable at this time,
including the assumptions as to the ability of the parties to
receive, in a timely manner, the necessary securityholder and court
approvals and the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Proposed
Arrangement. These dates may change for a number of reasons,
including inability to secure necessary securityholder and court
approvals in the time assumed or the need for additional time to
satisfy the other conditions to the completion of the Proposed
Arrangement. Accordingly, you should not place undue reliance on
the forward-looking statements and information contained in this
news release concerning these times.
These statements reflect Correvio's current views with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
Correvio, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements or information and
Correvio has made assumptions and estimates based on or related to
many of these factors. Such factors include, without
limitation: risks associated with the Proposed Arrangement and
acquisitions generally, such as the failure to satisfy the closing
conditions contained in the ADVANZ Arrangement Agreement, the
occurrence of a material adverse effect or other events which may
give the parties a basis on which to terminate ADVANZ Arrangement
Agreement, the ability to hold the meeting within the time frames
indicated, and the approval of the transaction by the shareholders
of Correvio and the risks and uncertainties facing Correvio as
discussed in the annual report and detailed from time to time in
our other filings with the Securities and Exchange Commission
("SEC") available at www.sec.gov and the Canadian
securities regulatory authorities at www.sedar.com. In
particular, we direct your attention to Correvio's Annual
Information Form filed with the Canadian securities regulatory
authorities on SEDAR on March 30,
2020 and Correvio's Annual Report on Form 20-F for the year
ended December 31, 2019, filed with
the SEC on April 29, 2020. All of the
risks and certainties disclosed in those filings are hereby
incorporated by reference in their entirety into this news
release.
While Correvio makes these forward-looking statements in good
faith, given these risks, uncertainties and factors, you are
cautioned not to place undue reliance on any forward-looking
statements made in this press release. All forward-looking
statements made herein are made as of the date hereof based on our
current expectations and we undertake no obligation to revise or
update such forward-looking statements to reflect subsequent
events, information or circumstances, except as required by law.
Investors are cautioned that forward-looking statements are not
guarantees of future performance and accordingly investors are
cautioned not to put undue reliance on forward-looking statements
due to their inherent uncertainty.
Correvio® and the Correvio Logo are the proprietary
trademarks of Correvio Pharma Corp. Aggrastat® and
Brinavess™® are trademarks owned by Correvio and its
affiliates worldwide. Xydalba™ is a trademark of
Allergan Pharmaceuticals International Limited, and used under
license. Zevtera® and Mabelio® are trademarks
owned by Basilea Pharmaceutica International Ltd., and used under
license.
Trevyent® is a trademark of United Therapeutics
Corporation and used under license. All other trademarks are the
property of their respective owners.
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SOURCE Correvio Pharma Corp