Liminal Biosciences Confirms Receipt of Unsolicited Non-Binding Transaction Proposal

Rhea-AI Summary

Liminal BioSciences (NASDAQ: LMNL) announced on April 5, 2023, that its Board received a non-binding acquisition proposal from Structured Alpha LP, offering US$7.50 per share for the outstanding common shares not currently owned by SALP. SALP holds approximately 64.03% of Liminal's shares. The Board has formed a special committee to evaluate the proposal and explore alternatives, with no decisions made yet. Any potential transaction would require a formal valuation and approval from a majority of minority shareholders in compliance with Regulation 61-101. Shareholders are advised not to take action at this time.

Positive

• Non-binding acquisition offer of US$7.50 per share indicates interest from a significant shareholder.
• Formation of a special committee to explore options suggests a strategic approach in evaluating the proposal.

Negative

• The proposal is non-binding and may not lead to a formal offer or completed transaction.

LAVAL, QC and CAMBRIDGE, England, April 5, 2023 /PRNewswire/ - Liminal BioSciences Inc. (NASDAQ: LMNL) ("Liminal BioSciences" or the "Company"), confirms that following close of markets on April 4, 2023, the Board of Directors of the Company (the "Board") received a non-binding  proposal from Structured Alpha LP ("SALP") outlining a potential transaction to acquire all of the issued and outstanding common shares of the Company that SALP does not currently own for US$7.50 in cash per common share (the "Proposal"). SALP currently owns 1,987,622 common shares of Liminal Biosciences representing approximately 64.03% of the Company's currently outstanding common shares.

The Company's board of directors will review the Proposal to determine the course of action that it believes is in the best interest of the Company. A special committee of the independent members of the Board (the "Special Committee") has been formed and will evaluate the Proposal and any viable alternatives that may be available to the Company. No decisions or recommendations have been made by the Special Committee regarding the transactions that are the subject of the Proposal at this time. Shareholders do not need to take any action with respect to the Proposal at this time.

If an agreement with respect to the Proposal were to be reached with SALP, the Company expects that any such transaction would be subject to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, and that completion of any such transaction would be subject to the requirement to obtain a formal valuation and to obtain approval of a majority of minority shareholders of the Company (being shareholders not affiliated with SALP).

The Company intends to provide updates if and when necessary in accordance with applicable securities laws.

About Liminal BioSciences Inc.

Liminal BioSciences is a development-stage biopharmaceutical company focused on discovering and developing novel and distinctive small molecule therapeutics that modulate G protein-coupled receptor pathways (GPCRs). The Company is designing proprietary novel small molecule therapeutic candidates with the intent of developing best/first in class therapeutics for the treatment of metabolic, inflammatory and fibrotic diseases with significant unmet medical needs, using its integrated drug discovery platform, medicinal chemistry expertise and deep understanding of GPCR biology. The Company's pipeline is currently made up of three programs. The candidate selected for clinical development, LMNL6511, a selective antagonist for the GPR84 receptor, is expected to commence a Phase 1 clinical trial in the second half of 2023. The Company is also developing potential OXER1 antagonists, and GPR40 agonists, both of which are at the preclinical stage. In addition to these programs, the Company continues to explore other development opportunities to add to its pipeline.

Liminal BioSciences has active business operations in Canada and the United Kingdom.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast" and other similar expressions are intended to identify forward-looking statements. Forward–looking statements include, among other things, the Proposal. There can be no assurance that the Proposal will result in a formal offer or that any such offer will ultimately result in a completed transaction These statements are "forward-looking" because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Among the factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, risks associated with general changes in economic conditions. You will find a more detailed assessment of these risks, uncertainties and other risks that could cause actual events or results to materially differ from our current expectations in the filings and reports the Company makes with the U.S. Securities and Exchange Commission and Canadian Securities Administrators, including in the Annual Report on Form 20-F for the year ended December 31, 2022, as well as other filings and reports Liminal Biosciences' may make from time to time. As a result of such risks, we cannot guarantee that any given forward-looking statement will materialize. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. We assume no obligation to update any forward-looking statement contained in this press release even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

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SOURCE Liminal BioSciences Inc.

FAQ

What is the recent acquisition proposal for Liminal BioSciences (LMNL)?

Liminal BioSciences received a non-binding acquisition proposal from Structured Alpha LP offering US$7.50 per share for the outstanding common shares not owned by SALP.

What percentage of Liminal BioSciences does Structured Alpha LP own?

Structured Alpha LP currently owns approximately 64.03% of Liminal BioSciences' outstanding common shares.

What steps will Liminal BioSciences take regarding the acquisition proposal?

Liminal's Board has formed a special committee to evaluate the proposal and explore other alternatives.

Do shareholders need to take action regarding the acquisition proposal for LMNL?

No action is required from shareholders at this time regarding the acquisition proposal.

What are the conditions for the potential acquisition of Liminal BioSciences (LMNL)?

Any potential acquisition would be subject to a formal valuation and require approval from a majority of minority shareholders.