Trillium Therapeutics Receives Final Court Order Approving Arrangement

Rhea-AI Summary

Trillium Therapeutics Inc. (NASDAQ/TSX: TRIL) announced that the Supreme Court of British Columbia approved its plan of arrangement with PF Argentum ULC, a subsidiary of Pfizer Inc. Under this arrangement, Trillium shareholders, excluding Pfizer and its affiliates, will receive US$18.50 per share in cash. Warrant holders have the option for cash payments based on the warrant's exercise price or its Black Scholes value. The transaction is pending regulatory approvals and is expected to complete in late 2021 or early 2022, resulting in Trillium's shares delisting from the Toronto Stock Exchange and NASDAQ.

Positive

• Shareholders will receive US$18.50 per share in cash, providing a clear exit strategy.
• Arrangement with Pfizer enhances Trillium's credibility and market position.

Negative

• Trillium's shares will be delisted from stock exchanges post-transaction.
• Transaction completion is subject to regulatory approvals, which pose uncertainty.

CAMBRIDGE, Mass., Oct. 28, 2021 (GLOBE NEWSWIRE) -- Trillium Therapeutics Inc. (“Trillium” or the “Company”) (NASDAQ/TSX: TRIL), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, is pleased to announce that it has received a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement (the “Arrangement”) with PF Argentum ULC (“PF Argentum”), a wholly-owned, indirect subsidiary of Pfizer Inc. (NYSE: PFE) (“Pfizer”).

Pursuant to the Arrangement, PF Argentum will acquire all of the issued and outstanding shares and warrants of Trillium other than Trillium securities owned by Pfizer and its affiliates by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

Upon closing of the Arrangement, Trillium shareholders other than Pfizer and its affiliates will receive US$18.50 per share in cash subject to any applicable withholdings and other source deductions, and warrant holders will receive, at the holder’s election, (1) a cash payment equal to the amount by which US$18.50 exceeds the exercise price per share of such warrant, subject to applicable withholdings and other source deductions, or (2) a cash payment equal to the Black Scholes value of such warrant (as calculated pursuant to the terms and conditions of the certificate governing such warrant), subject to applicable withholdings and other source deductions.

The Arrangement is subject to regulatory approvals and clearances, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the transaction is expected to be completed in the fourth quarter of 2021 or the first half of 2022. Following closing of the Arrangement, Trillium’s Common Shares will be delisted from the Toronto Stock Exchange and NASDAQ.

Further details regarding the Arrangement, including its principal closing conditions, can be found in the Company’s definitive management information circular and proxy statement dated September 27, 2021 which is filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

About Trillium Therapeutics

Trillium is a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer. Our two clinical programs, TTI-622 and TTI-621, target CD47, a “don’t eat me” signal that cancer cells frequently use to evade the immune system. For more information: www.trilliumtherapeutics.com.

Caution Regarding Forward-Looking Information

To the extent any statements made in this report contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under Canadian securities law (collectively, “forward-looking statements”). Certain statements in this report may constitute forward-looking statements, which reflect the expectations of Trillium’s management regarding the business prospects and opportunities of Trillium and the Arrangement. The use of words such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,” “potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking statements. Trillium’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors including but not limited to risks related to the satisfaction or waiver of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including the possibility that the proposed transaction does not close; the response of business partners and competitors to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; significant transaction costs; and unknown liabilities and the risk of litigation and/or regulatory actions related to the proposed transaction. Please also refer to the factors discussed under “Risk Factors” and “Special Note Regarding Forward-looking Information” in Trillium’s Annual Report on Form 10-K for the year ended December 31, 2020, with the U.S. Securities Exchange Commission (“SEC”), each as updated by Trillium’s subsequent disclosure filings, which are available at www.sec.gov and at www.sedar.com.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are qualified in their entirety by this cautionary statement and are made as of the date of this document. Trillium disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

Company Contact:
Rosemary Harrison
SVP, Corporate Development and Strategy
Trillium Therapeutics Inc.
857-412-7029 x225
investors@trilliumtherapeutics.com
https://ir.trilliumtherapeutics.com/investors/

FAQ

What is the cash offer for Trillium shareholders in the PF Argentum acquisition?

Trillium shareholders will receive US$18.50 per share in cash.

When is the expected completion date for the Trillium and PF Argentum transaction?

The transaction is expected to be completed in Q4 2021 or H1 2022.

What will happen to Trillium shares after the acquisition by PF Argentum?

Trillium's shares will be delisted from the Toronto Stock Exchange and NASDAQ.

Who is acquiring Trillium Therapeutics?

PF Argentum ULC, a wholly-owned subsidiary of Pfizer Inc., is acquiring Trillium Therapeutics.

What options do warrant holders have in the Trillium acquisition?

Warrant holders can receive either a cash payment based on the exercise price or the Black Scholes value of their warrants.