IMV Accepts an Offer from its Secured Lenders for the Sale of its Intellectual Property Assets
DARTMOUTH, Nova Scotia--(BUSINESS WIRE)-- IMV Inc. (the “Company” or “IMV”) announces today that it has accepted an offer (the “Offer”) from IMV’s largest secured creditors (the “Secured Lenders”), pursuant to which IMV and its subsidiary, Immunovaccine Technologies Inc. have agreed to sell to the Secured Lenders its intellectual property assets (the “Transaction”) in consideration for a partial reduction of debt owing to the Secured Lenders.
The Transaction is the result of the sale and investment solicitation process (the “SISP”) conducted under the Company’s previously announced proceedings commenced before the Supreme Court of Nova Scotia (the “Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”).
The SISP Procedures provided that if no bid was received in the SISP that contemplated a purchase price sufficient to repay, in cash, all outstanding amounts owed to the Secured Lenders, they would be authorized to submit a credit bid under the SISP. As no cash bids in amounts sufficient to satisfy the Secured Lenders were received during the SISP, the Secured Lenders availed themselves of this right and the Transaction is structured as a credit bid.
After a thorough review, with its financial and legal advisors, of available qualified bids received as part of the SISP and after the withdrawal of other indications of interest, as well as a careful consideration of the interest of all of its stakeholders, the Corporation’s Board of Directors determined, following the recommendation of IMV’s advisors and the support of FTI Consulting Canada Inc. in its capacity as Court-appointed Monitor (the “Monitor”), that accepting the Offer was the best alternative for the Company.
Next steps in the restructuring and effect of the sale proposal on the creditors and the shareholders
The Transaction remains subject to Court approval in accordance with the provisions of the CCAA and recognition of such Court approval in the Company’s Chapter 15 proceedings in the United States. Additionally, the Transation is conditional on the satisfaction of customary closing conditions. IMV will seek the approval of the Offer and the Transaction contemplated thereby on September 5, 2023. If the Court approves the Offer and the Transaction, IMV and the Secured Lenders expect to close the Transaction on or around September 20, 2023.
IMV will continue its efforts to identify one or more purchaser(s) for its remaining assets in the coming weeks. Unfortunately, based on the terms of the Offer and the consideration to be received by the Company as well as the estimated liquidation value of IMV’s remaining assets, it is unlikely that any amount will be available for distribution to the Company’s unsecured creditors and the holders of the Company’s common shares will not receive any payments for, or distributions on, their common shares in connection with the CCAA Proceedings.
More information regarding IMV’s situation, decisions or actions will continue to be provided on an ongoing basis, as required by applicable law or as may be determined by the Company or the Court. For more information regarding the CCAA Proceedings, we refer you to the Monitor’s website at http://cfcanada.fticonsulting.com/imv/.
IMV Forward-Looking Statements
This press release contains forward-looking information under applicable securities law. All information that addresses activities or developments that we expect to occur in the future is forward-looking information. Forward-looking statements use such word as “will”, “may”, “potential”, “believe”, “expect”, “continue”, “anticipate” and other similar terminology. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to: (i) the closing of the Transaction, (ii) timing for closing of the Transaction and (iii) Court approval of the Transaction. However, they should not be regarded as a representation that any of the plans will be achieved. Actual results may differ materially from those set forth in this press release due to risks affecting the Company, including the outcome of the CCAA proceedings. IMV assumes no responsibility to update forward-looking statements in this press release except as required by law. These forward-looking statements involve known and unknown risks and uncertainties, and those risks and uncertainties include, but are not limited to, the ability to access capital, the successful and, generally, the timely completion of clinical trials and studies and the receipt of all regulatory approvals as well as other risks detailed from time to time in our ongoing quarterly filings and annual information form. Investors are cautioned not to rely on these forward-looking statements and are encouraged to read IMV’s continuous disclosure documents, including its current annual information form, as well as its audited annual consolidated financial statements which are available on SEDAR at http://www.sedar.com and on EDGAR at http://www.sec.gov/edgar.
Investor Relations & Media
Chief Accounting Officer
O: +1 902.492.1819 ext. 1012
Source: IMV Inc.
Released September 1, 2023