Liminal BioSciences and Structured Alpha announce definitive agreement

Liminal BioSciences and Structured Alpha, a fund managed by Thomvest Asset Management, announced that they have entered into a definitive arrangement agreement under which SALP will acquire all of the issued and outstanding common shares of Liminal BioSciences that it does not already own. Under the terms of the Arrangement Agreement, Liminal BioSciences shareholders will receive $8.50 in cash per Common Share, which represents a premium of approximately 135% over Liminal BioSciences’ closing share price on the Nasdaq on April 4, which was the last full trading day prior to the public announcement of SALP’s initial non-binding proposal to acquire the remaining Common Shares of Liminal BioSciences that it does not already own, and is $1.00 per Common Share more than SALP’s initial non-binding proposal. The special committee of the board of directors of Liminal BioSciences has unanimously recommended that the board of directors of Liminal BioSciences approve the Arrangement Agreement and unanimously recommends that the minority shareholders vote in favour of the special resolution to approve the transaction at the special meeting of the shareholders to be held to approve the transaction. The board of directors of the Company, after receiving the unanimous recommendation of the Special Committee, has determined that the transaction is in the best interest of the Company. The transaction will be completed pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act. The transaction is expected to close no later than September 30, subject to satisfaction of customary closing conditions. The transaction is not subject to any financing condition. BMO Capital Markets is serving as independent financial advisor to the Special Committee in connection with the acquisition. Stikeman Elliot and Cooley are serving as Liminal BioSciences’ legal advisors. Langstaff & Co. is acting as financial advisor to SALP. Torys is serving as legal advisor to SALP.