Miravo Healthcare™ Obtains Final Order Approving Plan of Arrangement

Rhea-AI Summary

Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) has received final court approval from the Ontario Superior Court for its arrangement with Searchlight Pharma, set to close on March 14, 2023. Shareholders will receive $1.35 CAD per share in cash. Following the arrangement, Miravo will be delisted from the TSX and cease to be a reporting issuer in Canada. Registered shareholders may elect to receive cash in U.S. dollars. The arrangement suggests a strategic alignment with Searchlight, focusing on specialty healthcare markets. However, the announcement highlights the winding down of manufacturing operations in Varennes, Québec.

Positive

• Final court approval obtained for the arrangement with Searchlight Pharma.
• Shareholders set to receive $1.35 CAD per share, offering immediate cash liquidity.
• Strategic partnership with Searchlight Pharma aligns with specialty healthcare focus.

Negative

• Miravo will be de-listed from the TSX post-arrangement.
• Company will cease being a reporting issuer in Canada.
• Winding down of manufacturing operations in Varennes, Québec.

MISSISSAUGA, Ontario--(BUSINESS WIRE)-- Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) (“Miravo” or the “Company”) is pleased to announce that it has obtained a final court order from the Ontario Superior Court of Justice (Commercial List) approving its previously announced arrangement (the “Arrangement”) with Searchlight Pharma Inc. (the “Purchaser”).

The Arrangement is expected to close on or about Tuesday, March 14, 2023, subject to the satisfaction or waiver of all conditions to the Arrangement. Following completion of the Arrangement, the Company will be de-listed from the TSX and applications will be made for the Company to cease to be a reporting issuer in each of the provinces of Canada. Pursuant to the terms of the Arrangement, each holder of common shares in the capital of the Company (the “Company Shares”) will receive $1.35 in cash, less applicable withholdings.

To receive the consideration under the Arrangement, each registered shareholder of the Company must complete, sign, date and return the letter of transmittal, which accompanied the Company’s management information circular dated February 6, 2023.

The consideration to be paid to the Company’s shareholders under the Arrangement is denominated in Canadian dollars. However, registered shareholders of the Company may elect to receive the consideration in U.S. dollars in the applicable letter of transmittal. Non-registered shareholders of the Company must contact the intermediary in whose name their Company Shares are registered in order to make such an election on their behalf.

About Miravo Healthcare

Miravo is a Canadian focused, healthcare company with global reach and a diversified portfolio of commercial products. The Company’s products target several therapeutic areas, including pain, allergy, neurology and dermatology. The Company’s strategy is to in-license and acquire growth-oriented, complementary products for Canadian and international markets. Miravo’s head office is located in Mississauga, Ontario, Canada, the international operations are located in Dublin, Ireland and the Company’s manufacturing facility is located in Varennes, Québec, Canada, though the Company is in the process of winding-down its manufacturing operations in Varennes. For additional information, please visit www.miravohealthcare.com.

About Searchlight Pharma Inc.

Searchlight Pharma Inc., headquartered in Montreal, is a leading Canadian-based specialty healthcare company that executes best-in-class search, acquisition, commercialization, and focused development of innovative and unique specialty healthcare products. Searchlight Pharma Inc.’s core products focus on women’s health, urogynecology, urology, endocrinology and hospital specialty markets, and its team is committed to improving people’s lives by bringing the right products to market. Follow Searchlight Pharma Inc., learn more about what it does, and get to know its product portfolio at www.searchlightpharma.com.

Forward-Looking Statements

The information in this press release includes certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the ability of the parties to satisfy the conditions to, and to complete, the Arrangement, the anticipated timing of the closing of the Arrangement, the delisting of the Company Shares from the TSX and the Company’s intention to cease to be a reporting issuer.

Forward-looking statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, ongoing objectives, strategies and outlook for the Company. Forward-looking statements may in some cases be identified by words such as “will,” “plans,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should” or the negative of these terms, or similar expressions. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

In respect of the forward-looking statements and information concerning the completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company and the Purchaser have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement; and other factors discussed under the heading “Risk Factors” in the Company’s annual information form dated March 25, 2022 (available under the Company’s SEDAR profile at www.sedar.com). The anticipated dates provided may change for a number of reasons, including the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the Company and the Purchaser to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approval, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230310005397/en/

Miravo Investor Relations

905 673-6980 / option 2

ir@miravohealth.com

Searchlight Information

(514) 613-1513

info@searchlightpharma.com

Source: Nuvo Pharmaceuticals Inc.

FAQ

What is the arrangement between Miravo Healthcare and Searchlight Pharma?

Miravo Healthcare's arrangement with Searchlight Pharma involves Shareholders receiving $1.35 CAD per share in cash.

When is the closing date for the arrangement with Searchlight Pharma?

The arrangement is expected to close on March 14, 2023.

What happens to Miravo's shares after the arrangement?

Miravo's shares will be de-listed from the TSX after the arrangement is completed.

Can shareholders of Miravo choose to receive U.S. dollars?

Yes, registered shareholders can elect to receive their compensation in U.S. dollars.

Where is Miravo Healthcare's manufacturing being wound down?

Miravo is winding down its manufacturing operations in Varennes, Québec.