Structured Alpha LP to acquire Liminal BioSciences

Company

Liminal BioSciences Inc.

Law Firm / Organization
Stikeman Elliott LLP
Law Firm / Organization
Cooley LLP
On July 12, 2023, Liminal BioSciences Inc. (NASDAQ: LMNL) and Structured Alpha LP ("SALP"), managed by Thomvest Asset Management Ltd., announced a definitive agreement wherein SALP will acquire all outstanding common shares of Liminal BioSciences that it doesn't currently possess. Shareholders are set to receive US$8.50 for each share, representing a 135% premium over Liminal's closing price on Nasdaq as of April 4, 2023. Notably, this price is $1.00 above SALP's initial non-binding offer. A special committee, formed entirely of unbiased directors from Liminal BioSciences, unanimously supports this arrangement. Additionally, all directors and top officers of Liminal have committed to endorsing this deal during the impending shareholders' assembly. This acquisition will be executed in accordance with section 192 of the Canada Business Corporations Act, and following its completion, Liminal BioSciences plans to withdraw its shares from Nasdaq. For the deal to finalize, it necessitates endorsement from a minimum of two-thirds of Liminal's shareholders, as well as majority consent from shareholders, excluding those affiliated with SALP. If certain stipulations are not met, a termination fee of US$322,000 might be owed by Liminal to SALP. The deal is anticipated to be concluded by September 30, 2023. BMO Capital Markets, in compliance with MI 61-101, valued Liminal's shares between US $5.00 and US $15.00 as of July 11, 2023. Advising Liminal BioSciences are BMO Capital Markets (financial) and Stikeman Elliot LLP and Cooley LLP (legal). SALP's advisors include Langstaff & Co. (financial) and Torys LLP (legal).
Merger & Acquisition
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