Synergy Pharmaceuticals Inc. (NASDAQ:SGYP), a developer of new drugs to treat gastrointestinal disorders and diseases, today announced that its board of directors has approved the final distribution ratio and declared a pro rata dividend for the spin-off of the shares of common stock of Synergy’s wholly-owned subsidiary, ContraVir Pharmaceuticals, Inc. (“ContraVir”).
On the distribution date of February 18, 2014, Synergy stockholders of record as of the close of business on February 6, 2014, the record date for the distribution, will receive .0986 shares of ContraVir common stock for every 1 share of Synergy common stock they hold. No fractional shares of ContraVir will be issued. Synergy Stockholders will receive cash in lieu of fractional shares. Cash received in lieu of fractional shares will be taxable. Synergy stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the ContraVir spin-off.
After the distribution, ContraVir will be an independent publicly traded company and Synergy will retain no ownership interest in ContraVir. No action or payment is required by Synergy stockholders to receive the shares of ContraVir common stock. Stockholders who hold Synergy common stock on the record date will receive a book-entry account statement reflecting their ownership of ContraVir common stock or their brokerage account will be credited with the ContraVir shares.
The distribution does not require shareholder approval. An Information Statement containing details regarding the distribution of the ContraVir common stock and ContraVir's business and management following the ContraVir spin-off will be mailed to Synergy stockholders prior to the distribution date. The distribution of ContraVir common stock is subject to the satisfaction or waiver of certain conditions described in the Information Statement. Synergy and ContraVir expect that all conditions to the spin-off will be satisfied on or before the distribution date.