Carrus Capital Corporation Announces Plan of Arrangement for Asset Spinoff
12 Februar 2014 - 8:37PM
Marketwired
Carrus Capital Corporation Announces Plan of Arrangement for Asset
Spinoff
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb 12, 2014) -
Carrus Capital Corporation (TSX-VENTURE:CHQ) ("Carrus") is pleased
to announce that its board of directors has approved a resolution
to undertake a plan of arrangement ("POA"), which will involve the
divestiture or spinoff of certain assets into three new subsidiary
companies. In that regard, Carrus has entered into an arrangement
agreement dated effective February 12, 2014, with each of its three
subsidiaries to effect the POA.
The board has decided to act upon this POA in an effort to
differentiate its assets. By undertaking this POA, Carrus will
create better definition between the investment business, its core
focus, and that of the historical biotech assets, which will
heretofore exist within wholly owned holding companies. This
strategy will enable Carrus to spin off and divest its
pharmaceutical portfolio, largely consisting of but not limited to
Omiganan 1% gel (cationic peptide), also known as Omigard™ and
MX-226, for the prevention of catheter-related infections
(topical); Omiganan for dermatological diseases (cationic peptide),
also known as CLS001, for the treatment of rosacea and other
dermatological diseases (topical); MX-2401 (lipopeptide) for the
treatment of serious Gram-positive bacterial infections
(intravenous); and SB-9000 (dinucleotide), also known as MX-1313,
for the treatment of hepatitis B virus (HBV) infections.
Carrus shareholders will receive from each subsidiary the number
of common shares equal to the issued and outstanding common shares
of Carrus held by the shareholder as of the share distribution
record date, multiplied by a conversion factor and subject to a 5:1
consolidation effect.
Shareholders entitled to vote on the POA will be defined as
those holders of common shares as of the record date of January 23,
2014.
Carrus and each of its subsidiaries will serve different markets
and are subject to different competitive forces and will require
diverse short-term and long-term strategies. The separation of the
biotech assets into three independent companies, each with its own
board of directors, will provide management of each company with a
sharper business focus. This will permit the companies to pursue
independent business strategies best suited to their business plans
and allow them to pursue opportunities in their respective
markets.
As separate companies, Carrus and each of its subsidiaries will
have enhanced access to the capital necessary to finance their
respective growth strategies. By establishing three separate public
companies with independent public reporting, investors and analysts
can evaluate more easily each company relative to its respective
assets.
The board and management believe the POA, when consummated, will
provide a platform for growth for the shareholders of Carrus as it
will provide an immediate interest in the different companies and
afford a secure and expedient development path for the development
of various businesses in the subsidiaries. The spinoff is expected
to provide a number of benefits to the existing investors of
Carrus, not the least of which will be as shareholders of all three
new companies.
After the spinoff, Carrus' operations will focus on increasing
shareholder value through the identification of and investment in
securities of publicly listed corporations offering capital
appreciation potential. Investments will be acquired and held for
short-term gains or long-term capital appreciation, dependent upon
the specific investment. Carrus may also invest in private
companies. The paramount goal of Carrus will be to generate maximum
returns from its investments.
The POA is subject to the approval by the shareholders of Carrus
at its upcoming annual and special meeting on March 13, 2014, the
Supreme Court of British Columbia, and the TSX Venture Exchange.
The company will be providing full details of the plan of
arrangement in its annual and special meeting information circular,
to be mailed to shareholders prior to the annual and special
meeting, and filed on SEDAR.
About the Company
Carrus Capital Corporation's primary business is the
identification of and strategic investment in securities of
publicly listed corporations offering capital appreciation
potential. Investments will be acquired and held for both
short-term gains and long-term capital appreciation, dependent upon
the specific investment.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Carrus Capital CorporationBruce SchmidtChief Executive
Officer(604) 760 - 0160
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