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Trillium Therapeutics Inc. (“Trillium” or the “Company”) (TSX:TRIL), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, is pleased to announce that it has received a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement (the “Arrangement”) with PF Argentum ULC (“PF Argentum”), a wholly-owned, indirect subsidiary of Pfizer Inc. (NYSE:PFE) (“Pfizer”).
Pursuant to the Arrangement, PF Argentum will acquire all of the issued and outstanding shares and warrants of Trillium other than Trillium securities owned by Pfizer and its affiliates by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Upon closing of the Arrangement, Trillium shareholders other than Pfizer and its affiliates will receive US$18.50 per share in cash subject to any applicable withholdings and other source deductions, and warrant holders will receive, at the holder’s election, (1) a cash payment equal to the amount by which US$18.50 exceeds the exercise price per share of such warrant, subject to applicable withholdings and other source deductions, or (2) a cash payment equal to the Black Scholes value of such warrant (as calculated pursuant to the terms and conditions of the certificate governing such warrant), subject to applicable withholdings and other source deductions.
The Arrangement is subject to regulatory approvals and clearances, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the transaction is expected to be completed in the fourth quarter of 2021 or the first half of 2022. Following closing of the Arrangement, Trillium’s Common Shares will be delisted from the Toronto Stock Exchange and NASDAQ.
Further details regarding the Arrangement, including its principal closing conditions, can be found in the Company’s definitive management information circular and proxy statement dated September 27, 2021 which is filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
