Satellos Bioscience Inc. (formerly iCo Therapeutics Inc.) (TSXV: MSCL) ("Satellos" or the "Company") is pleased to announce the completion, following the receipt of the final order of the Supreme Court of British Columbia on August 5, 2021, and subject to the final approval of the TSX Venture Exchange (the "TSXV"), of the previously announced reverse takeover transaction which was completed by way of plan of arrangement under Section 192 the Canada Business Corporations Act (the "CBCA") involving Satellos Bioscience Inc. ("Pre-Arrangement Satellos") and iCo Therapeutics Inc. ("iCo") (the "Arrangement" or the "Transaction"). It is expected that, following the anticipated issuance of the final bulletin of the TSXV, trading of Satellos Shares will resume on Wednesday August 18, 2021.
"We are so pleased that this business combination has come together in such a seamless manner to provide an exciting mix of transformational muscle biology and clinically tested assets. We wish to express our gratitude for the ongoing support of the shareholders from both companies and welcome the new and returning shareholders who participated in the private placement financing associated with this transaction. The entire Satellos team is enthused by this leap forward in our capacity to become a global leader in the discovery and development of novel therapeutics with a particular emphasis on treating progressive, intractable degenerative muscle diseases for which treatment options are often quite limited. We look forward to creating value for all Satellos shareholders," said Frank Gleeson, Co-Founder, Director, President and Chief Executive Officer of Satellos.
"We're delighted that the transaction has closed with Satellos and are looking forward to a bright future for the new Company and all its shareholders," said Bill Jarosz, current Executive Director Satellos and former Chief Executive Officer of iCo.
Completion of Reverse Takeover
Pursuant to the previously announced arrangement agreement between Pre-Arrangement Satellos and iCo dated March 21, 2021 (as amended from time to time), and the final order of the Supreme Court of British Columbia dated August 5, 2021, iCo has acquired all of the issued and outstanding shares of Pre-Arrangement Satellos ("Pre-Arrangement Satellos Shares"), in exchange for common shares in the capital of iCo ("iCo Shares") by way of the Arrangement. Each Pre-Arrangement Satellos Share was exchanged for 30.11 iCo Shares. Each outstanding option to purchase one (1) Pre-Arrangement Satellos Share ("Pre-Arrangement Satellos Options") was exchanged for 30.11 iCo options ("iCo Options") and each outstanding warrant to purchase one Pre-Arrangement Satellos Share ("Pre-Arrangement Satellos Warrants") shall, in accordance with the terms of such warrants, be exercisable for 30.11 iCo warrants ("iCo Warrants"). The Transaction is an arms' length transaction.
Following the completion of the Arrangement:
iCo was continued under the provisions of the CBCA (the "Continuance");
iCo and Pre-Arrangement Satellos were amalgamated under the CBCA under the name Satellos Bioscience Inc. (the "Amalgamation"); and
the Company's common shares were consolidated on a 20:1 basis (the "Consolidation").
Following the closing of the Arrangement, the Continuance, the Amalgamation, the Consolidation, the Concurrent Financing (as described below) and the conversion of the Convertible Promissory Note (as described below) there were 32,866,748 common shares in the capital of Satellos ("Satellos Shares") issued and outstanding, with the former holders of Pre-Arrangement Satellos Shares holding 56.8% of the issued and outstanding Satellos Shares and the former holders of iCo shares holding 27.6% of the issued and outstanding Satellos Shares.
In connection with the Transaction, Leede Jones Gable Inc. ("LJG") provided a fairness opinion ("LJG Fairness Opinion") to the Satellos board of directors that provided, subject to the assumptions, qualifications and limitations contained in the LJG Fairness Opinion, that the conside...
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