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LAVAL, Quebec, Sept. 10, 2012 (GLOBE NEWSWIRE) -- Neptune Technologies & Bioressources Inc. ("
Neptune") (Nasdaq:NEPT) (TSX:NTB) announced on September 7, 2012 that its board of directors has approved the distribution of 2,000,000 units (each a "
Unit") of NeuroBioPharm Inc. ("
NeuroBio") owned by Neptune
pro rata to the holders of record of common shares of Neptune (the "
Shareholders") as at October 15, 2012 (the "
Dividend Record Date") by way of a dividend-in-kind (the "
Dividend"). The Dividend will be payable on October 31, 2012.
"We are very pleased to announce the partial spin-off, which we believe will allow shareholders of Neptune to directly benefit of the growth strategy and future potential of NeuroBio," said Henri Harland, President and CEOof Neptune. "We believe that, as a result of the spin-off, NeuroBio will be better positioned to establish its profile in the financial community," he added.
"This achievement further confirms that Neptune once again deliver on what we believe is the best strategy for our corporate development," said Andre Godin, CFO of Neptune.
Each Unit will consist of one (1) class A subordinate voting share of NeuroBio (each a "
Class A Subordinate Voting Share") and two (2) Series 2011-1 warrants (each a "
Warrant"). Each full Warrant entitles its holder to purchase one (1) Class A Subordinate Voting Share of NeuroBio at a price of $0.40 plus a transfer premium of $0.35 payable to Neptune upon exercise with each Warrant expiring on the occurrence of the earliest of the two following events: (i) fifteen (15) days after the listing of the Class A Subordinate Voting Shares on a recognized stock exchange; or (ii) April 12, 2014. Shareholders will not receive shares or cash in lieu of fractional securities. As of the date hereof, based on the number of common shares of Neptune currently issued and outstanding, each Shareholder on the Dividend Record Date would receive one (1) Unit for each lot of approximately 25.10 common shares of Neptune held.
Had the spinoff been completed on the date of this press release, Neptune estimates that the fair market value of the unit comprised of the Class A Subordinate Voting Shares and of the Warrants distributed to Shareholders would have been approximately $0.10 per tranche of 25.10 Neptune common shares outstanding on that date. The Units, Class A Subordinate Voting Shares and Warrants are subject to certain transfer restrictions in the United States.