BDC Capital‘s Healthcare Venture Fund and New Enterprises Associates (NEA) have agreed to vote in favour of Ipsen‘s acquisition of Clementia Pharmaceuticals (Nasdaq: CMTA).
Last month, France’s Ipsen agreed to acquire Clementia, a Montréal-based developer of treatments for ultra-rare bone disorders and other diseases, for US$1.31 billion ($1.72 billion).
BDC and NEA, which respectively own about 14 percent and 7.1 percent of Clementia’s issued and outstanding shares, join OrbiMed Advisors and other investors that have already indicated approval of the deal.
These shareholders together hold a 51.7 percent interest in the company.
PRESS RELEASE
Clementia Pharmaceuticals Inc. obtains interim order for proposed transaction with Ipsen S.A. and enters into support and voting agreements with two additional significant shareholders
MONTREAL, March 6, 2019 /CNW Telbec/ – Clementia Pharmaceuticals Inc. (NASDAQ: CMTA) is pleased to announce that it has obtained an interim order from the Québec Superior Court in connection with the previously announced plan of arrangement pursuant to which a wholly-owned subsidiary of Ipsen S.A. is proposing to acquire all of the issued and outstanding common shares of Clementia for US$25.00 per share in cash upfront on completion of the transaction plus a deferred payment on the achievement of a future regulatory milestone in the form of a contingent value right (CVR) of US$6.00 per share payable upon the U.S. Food and Drug Administration (FDA) acceptance of the New Drug Application (NDA) filing for palovarotene for the treatment of multiple osteochondromas (MO) on or prior to December 31, 2024.
The interim order authorizes Clementia to call and hold on April 9, 2019 a special meeting of the holders of its common shares to approve the transaction. The transaction will require the approval of at least 66 2/3% of the votes cast by shareholders present in person or represented by proxy at the meeting as well as the approval of a majority of the votes cast by the Clementia’s disinterested shareholders present in person or represented by proxy at the meeting.
Clementia has set March 8, 2019 as the record date for the determination of the shareholders entitled to receive notice of and to vote at the meeting.
Further details regarding the transaction and the procedure for shareholders to vote their common shares will be included in the management information circular, the letter of transmittal and the related proxy materials in respect of the meeting, which are expected to be mailed and made available on SEDAR and EDGAR on or about March 13, 2019.
BDC Capital and New Enterprises Associates Enter into Support and Voting Agreements
Clementia also announces that following the announcement of the transaction, BDC Capital Inc. and New Enterprise Associates 15, L.P., who respectively own approximately 14.0% and 7.1% of the issued and outstanding common shares, have each entered into a support and voting agreement pursuant to which they have agreed to vote their common shares in favour of the special resolution approving the transaction. Considering the previously announced support and voting agreements entered into by OrbiMed Private Investments IV, LP and the directors and certain officers of Clementia, shareholders owning approximately 51.7% of Clementia’s issued and outstanding common shares have now agreed to vote their common shares in favour of the transaction.
About Clementia Pharmaceuticals Inc.
Clementia is a clinical-stage company innovating treatments for people with ultra-rare bone disorders and other diseases with high medical need. Clementia is preparing to submit an NDA in the second half of 2019 to seek approval of its lead product candidate, palovarotene, a novel RARγ agonist, for fibrodysplasia ossificans progressiva (FOP). The ongoing Phase 3 MOVE Trial is evaluating an additional dosing regimen of investigational palovarotene for the treatment of FOP. Palovarotene is also in a Phase 2 trial, the MO-Ped Trial, for the treatment of MO, also known as multiple hereditary exostoses (MHE). In addition, Clementia has commenced a Phase 1 trial for an eye drop formulation of palovarotene for the potential treatment of dry eye disease and is also investigating other conditions that may benefit from RARγ therapy. For more information, please visit www.clementiapharma.com and connect with us on Twitter @ClementiaPharma.
For further information: Financial Community: Joseph Walewicz, EVP, Business and Corporate Development, +1 (514) 940-1080, investors@clementiapharma.com