Adherex Announces Private Placement of Units

Marketwired

RESEARCH TRIANGLE PARK, NORTH CAROLINA--(Marketwired - Nov 15, 2013) - Adherex Technologies Inc. (the "Company" or "Adherex") (AHX.TO)(ADHXF) announced today that it intends to complete a non-brokered private placement (the "Offering") of 4,000,000 units for gross proceeds of US$1,600,000. Each unit (a "Unit") will be issued at a price of $0.40 per Unit and consist of one common share of the Company (the "Common Shares") and one common share purchase warrant (the "Warrants"). Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of US$0.50 per share for a period of five years from the date of issuance. The Warrants contain customary anti-dilution provisions, including adjustments upon the payment of a dividend in Common Shares; subdivision or combination of the Common Shares; or the issuance of rights, options or warrants to all or substantially all holders of the Common Shares. The current number of outstanding Common Shares of the Company, without giving effect to the Offering, is 25,157,618 (the "Undiluted Issued and Outstanding").

Closing of the Offering is anticipated to occur in two tranches: (i) the first, representing gross proceeds of US$1,354,000, on November 22, 2013 and (ii) the second, representing gross proceeds of US$246,000 within two business days after the Toronto Stock Exchange (the "TSX") has confirmed that it has no objections to the personal information form submitted in connection with the Offering (as discussed in greater detail below), and the closing is subject to receipt of applicable regulatory approvals, including approval of the TSX. The issue price of the Units represents approximately a 63% premium on the market price of the Common Shares on the date of a binding agreement, as defined by the TSX. Securities issued will be subject to a hold period, which will expire four months plus one day from the date of closing.

Under Subsection 607(g)(i) of the TSX Company Manual, the Company is required to obtain majority shareholder approval to private placements involving the issuance of greater than 25% of the Company's issued and outstanding Common Shares. Under Subsection 604(a)(i) of the TSX Company Manual, the Company is required to obtain majority shareholder approval to private placements that materially affects the control of the Company. In obtaining the written consent of shareholders holding a majority of the Company's common shares, the Company is relying on the TSX exemption set forth in Subsection 604(d) of the TSX Company Manual from the requirement to hold a shareholder meeting.

It is anticipated that the net proceeds of the Offering will be used by the Company for general working capital purposes.

The Offering has been negotiated at arm's length. In connection with the Offering, it is expected that:

  • Manchester Explorer, L.P., together with its associates (collectively, "Manchester"), which to the knowledge of the Company currently holds 511,650 Common Shares (which represents approximately 2.0% of the Undiluted Issued and Outstanding),

    • On the first closing, which is expected to occur on or about November 22, 2013, will purchase 2,315,000 Units, comprised of 2,315,000 Common Shares and 2,315,000 Share Purchase Warrants; and

    • On the second closing, which is expect to occur within two business days after the TSX has confirmed that it has no objections to the personal information form submitted in connection with Manchester's investment in the Company, will purchase 685,000 Units, comprised of 685,000 Common Shares and 685,000 Share Purchase Warrants.

    • Following the first closing, together with current holdings, Manchester would hold (i) 9.9% of the issued and outstanding shares of the Company without taking into account exercise of its Share Purchase Warrants, and (ii) 16.4% of the issued and outstanding shares of the Company assuming full exercise of its Warrants. Manchester has agreed not to exercise any of its Share Purchase Warrants until the TSX has confirmed that it has no objections to the personal information form submitted in connection with Manchester's investment in the Company.

    • Following the second closing, together with existing holdings, Manchester would hold (i) 12.0% of the issued and outstanding shares of the Company without taking into account exercise of its Share Purchase Warrants, and (ii) 20.2% of the issued and outstanding shares of the Company assuming full exercise of its Warrants. If Manchester exercises all of its Share Purchase Warrants, taken together with its current holdings and holdings resulting from the Offering, it will "materially affect control" of the Company as such term is defined under the rules of the TSX.

    • Manchester will become a new insider of the Company, as that term is defined in applicable securities laws; and

  • 683 Capital Management LLC, who currently owns 15.3% of the Undiluted Issued and Outstanding assuming exercise of its existing warrants, will purchase 312,500 Units, comprised of 312,500 Common Shares (which represents approximately 1.2% of the Undiluted Issued and Outstanding) and 312,500 Warrants (which, upon exercise, would represent 1.2% of the Undiluted Issued and Outstanding).

Such insider participation may be considered a "related party transaction", as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization. A material change report in respect of the transaction was not filed 21 days in advance of the expected closing of the Offering. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

The maximum number of Common Shares issuable in connection with the Offering is 8,000,000 (which represents 31.8% of the Undiluted Issued and Outstanding), comprised of 4,000,000 Common Shares (which represents 15.9% of the Undiluted Issued and Outstanding) and 4,000,000 Warrants (which, upon exercise, would represent 15.9% of the Undiluted Issued and Outstanding).

In connection with the Offering, subject to regulatory approval, the following matters are proposed to be presented for approval at the Company's next annual and special meeting of stockholders to be held as soon as practicable following availability of the Company's audited financial statements for the fiscal year ended December 31, 2013 and in any event prior to June 30, 2014 (the "Annual Meeting"): (i) an offer to holders of warrants issued by the Company on or about April 30, 2010 and on or about March 29, 2011 (collectively, "Outstanding Warrants") a right to exchange such Outstanding Warrants for new unlisted warrants ("New Warrants") on a one New Warrant-for-ten Outstanding Warrants basis, with the New Warrants having an exercise price per common share of US$0.50 and otherwise having the same terms as the applicable series of Outstanding Warrants (with the foregoing exchange ratio and exercise price of the New Warrants being before giving effect to any proposed stock consolidation referred to below) (the "Warrant Exchange"), (ii) to consolidate the Common Shares on a one-for-up to ten basis, (iii) the election of up to two nominees of Manchester to the board of directors of the Company and (iv) to change the Company's name to a name to be determined by the board of directors of the Company. Two of the Company's current insiders, 683 Capital Management LLC and Southpoint Capital Advisors LP, have undertaken to Manchester, which to the knowledge of the Company currently respectively hold 7.2% and 44.2% of the Undiluted Issued and Outstanding, subject to shareholder and regulatory approval, to (1) vote in favor of the foregoing matters at the Annual Meeting and (2) subject to shareholder and regulatory approval, to exchange the Outstanding Warrants owned or controlled by such insiders (collectively, the "Stockholder's Warrants") for New Warrants in accordance with the Warrant Exchange. The undertaking will continue in full force and effect through the earlier of : (a) if the Special Business is approved at the Annual Meeting, upon exchange of all Stockholder's Warrants for New Warrants in accordance with the Warrant Exchange; (b) June 30, 2014; (c) upon completion of the Annual Meeting, if none of the Special Business is presented to the Annual Meeting or none of the Special Business is approved by the shareholders at the Annual Meeting; (d) the date of the closing of a change in control of the Company or (e) the date of the mutual agreement of the parties.

Forward-Looking Statement

Except for historical information described in this press release, all other statements are forward-looking, including statements or assumptions about the size, timing and completion of the proposed private placement, regulatory approvals, anticipated use of proceeds and any other statements regarding the Company's objectives (and strategies to achieve such objectives), future expectations, beliefs, goals or prospects. Forward-looking statements are subject to certain risks and uncertainties inherent in the Company's business that could cause actual results to vary, including such risks that that one or more of the definitive agreements for the proposed transactions is terminated in accordance with its terms or otherwise; that the conditions precedent to the completion of the transactions are not satisfied or waived by the applicable party; that the necessary approvals by regulatory bodies are not obtained; that the Company will be required to obtain shareholder approval prior to the completion of the private placement; that a material adverse change occurs in respect of the Company; that the private placement is not completed in the contemplated time period; that regulatory and guideline developments may change; that scientific data may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals; that clinical results may not be replicated in actual patient settings; that protection offered by the Company's patents and patent applications may be challenged, invalidated or circumvented by its competitors; that the available market for the Company's products will not be as large as expected; that the Company's products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to fund further development and clinical studies; that the Company may not meet its future capital requirements in different countries and municipalities, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2012. Adherex Technologies, Inc. disclaims any obligation to update these forward-looking statements except as required by law.

For a more detailed discussion of related risk factors, please refer to our public filings available at www.sec.gov and www.sedar.com.

Contact:
Adherex Technologies Inc.
Rosty Raykov
Chief Executive Officer
(919) 636-5144

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