Westaim announces completion of amalgamation with NUCRYST Pharmaceuticals Corp.

11-Feb-2010 - Canada

The Westaim Corporation announced that, following the approval of the transaction by the shareholders of NUCRYST Pharmaceuticals Corp, Westaim's wholly-owned subsidiary, 1499642 Alberta Ltd., amalgamated (the Amalgamation) with Nucryst to form a new company under the name "Westaim Holdings Limited" (Westaim Holdings).

Under the terms of the Amalgamation, Nucryst shareholders (other than Westaim) received for each issued and outstanding share in Nucryst one redeemable preferred share in the capital of Westaim Holdings, which preferred share was immediately redeemed for US$1.77 in cash (the Redemption Consideration) upon the completion of the Amalgamation. A total of 4,633,665 redeemable preferred shares of Westaim Holdings were issued in connection with the Amalgamation and have been redeemed for an aggregate redemption price of US$8,201,587.05.

The Amalgamation follows the sale (the Sale Transaction) by Nucryst of substantially all of its assets pursuant to an asset purchase agreement dated November 10, 2009, as amended (the Purchase Agreement), among Nucryst, NUCRYST Pharmaceuticals Inc., Smith & Nephew Inc. and Smith & Nephew (Overseas) Limited (collectively, S&N). In connection with the Sale Transaction, Westaim entered into a keep well agreement (the Keep Well Agreement) and an environmental indemnification agreement (the Indemnification Agreement) with S&N. Under the Keep Well Agreement, Westaim agreed not to take any action which would cause Nucryst to breach its covenant in the Purchase Agreement to maintain a minimum net worth of at least US$4 million provided that Westaim's liability for any breach of the Keep Well Agreement cannot exceed US$4 million less any indemnity claims already satisfied by Nucryst. Under the Indemnification Agreement, Westaim agreed to indemnify S&N and its directors, officers and employees from certain environmental liabilities and related costs relating to the premises formerly leased by Nucryst in Fort Saskatchewan, Alberta.

https://www.bionity.com/en/news/113223/westaim-announces-completion-of-amalgamation-with-nucryst-pharmaceuticals-corp.html