OAKVILLE, ON, September 8, 2021 / CNW / – Cipher Pharmaceuticals Inc. (TSX: CPH) (“Encrypt“or the”Society“) announced today that it has filed, and the Toronto Stock Exchange (the”TSX“) has accepted, notice of Cipher’s intention to renew its issuer bid (“NCIB“) for its ordinary shares (the”Ordinary actions“).
The TSX Notice provides that Cipher may, during the 12 month period beginning September 10, 2021 and ending on September 9, 2022, purchase for cancellation as part of the public tender offer up to 1,541,445 of its common shares, which represents 10% of its public free float of 15,414,450 common shares as of August 27, 2021 (a total of 26,485,401 common shares were issued and outstanding at that date).
Purchases under the issuer bid will be made through the facilities of the TSX and / or other Canadian trading systems, if eligible, or by any other means permitted by applicable law. applicable securities, including private agreements. These alternative trading systems in Canada include (i) NEO Exchange Inc., (ii) Alpha TSX Exchange, (iii) Chi-X Canada, (iv) Omega ATS, (v) MATCH Now (d / b / a TriAct), and (vi) Pure Trading. Any purchase made over-the-counter pursuant to a public tender offer exemption order issued by a securities regulatory authority in Canada will generally be at a discount from the prevailing market price as provided in such an exemption order.
Purchases made under the TSX public tender offer will be made in accordance with the rules of the TSX at a price equal to the market price at the time of purchase or at any other price authorized by the TSX. In accordance with TSX rules, any daily repurchase (other than under a block purchase exception) from the TSX as part of the issuer bid is limited to a maximum of 12,084 common shares, which represents 25% of the average daily trading volume on the TSX of 48,336 for the six months ended August 31, 2021.
As part of its current public service offering which began on Aug 17, 2020 and expired on August 16, 2021, Cipher had previously sought and received approval from the TSX to repurchase up to 1,613,592 of its common shares. During this period, Cipher repurchased and canceled 707,300 common shares at an average price of approximately $ 1.29 per common share.
Cipher believes that from time to time common stocks trade in price ranges that do not fully reflect their value. In such circumstances, Cipher believes that the acquisition of Common Shares for cancellation may represent an attractive and desirable use of its available funds. Decisions regarding the amount and timing of future purchases of Common Shares will be based on market conditions, share prices and other factors and will be at the discretion of management. Cipher can choose to modify, suspend or discontinue the NCIB at any time. Repurchases under the public tender offer will be funded with cash from Cipher and all repurchased common shares will be canceled. Cipher intends to enter into an automatic purchase plan to take effect on September 10, 2021 with a broker, which will allow Cipher to provide standard instructions in the future, and then purchase common stock in the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased at the discretion of management.
About Cipher Pharmaceuticals Inc.
Cipher Pharmaceuticals (TSX: CPH) is a specialty pharmaceutical company with a strong and diverse portfolio of commercial products and early and late stage products. Cipher acquires products that address unmet medical needs, manages the required clinical development and regulatory approval process, and currently markets these products directly in Canada or indirectly through partners in Canada, the United States and the United States. South America. For more information visit www.cipherpharma.com.
This document includes forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among other things, statements regarding our objectives and strategies to achieve those objectives and goals, as well as statements regarding our beliefs, plans, expectations, expectations, estimates and intentions. The words “may”, “will”, “could”, “should”, “would”, “suspect”, “prospect”, “believe”, “plan”, “anticipate”, “estimate”, “expect” “,” Intention “,” forecast “,” objective “,” hope “and” continue “(or the negative thereof), and words and phrases of similar importance, are intended to identify forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain important factors or assumptions are applied in forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from beliefs, plans, goals, expectations, expectations, estimates and intentions expressed. in these forward-looking statements. These factors include, but are not limited to, the extent and impact of the coronavirus (COVID-19) outbreak on our business, including any impact on our contract manufacturers and other third party service providers; our ability to enter into and maintain development, manufacturing, marketing and distribution agreements with other pharmaceutical companies; our dependence on a limited number of products; our reliance on protection against expiring patents; integration difficulties and other risks if we acquire or license technologies or product candidates; the use of third parties for the marketing of certain products; the product approval process is highly unpredictable; the schedule for completion of clinical trials, regulatory submissions and regulatory approvals; the use of third parties to manufacture our products and events beyond our control that could negatively impact the ability of our manufacturing partners to provide products that meet our demands; we may be subject to future product liability claims; unexpected safety or efficacy issues may arise; we generate license revenues from a limited number of distribution and supply agreements; the pharmaceutical industry is very competitive; additional capital requirements to finance future operations; products in Canada may be subject to price regulation; dependence on key management personnel and external collaborators; no assurance that we will receive regulatory approvals in the United States, Canada or any other jurisdiction and the current uncertainty surrounding healthcare regulation in the United States; some of our products are regulated as controlled substances; reimbursement limitations in the health sector; limited reimbursement of products by government authorities and third party payer policies; products may not be on the list of drugs approved for use in hospitals; clients of hospitals may make late payments or fail to make payments; various laws relating to healthcare fraud and abuse; reliance on successful strategic investments and partnerships; publication of negative clinical trial results; unpredictable development goals and projected timelines; rising insurance costs; ability to enforce non-competition clauses; risks associated with the industry in which we operate; we may not be able to assess the material risks associated with completed and future acquisitions; we may be unable to identify, acquire or successfully integrate acquisition targets; risks inherited from operations in the United States; compliance with confidentiality and security regulations; our policies regarding returns, allowances and chargebacks may reduce revenue; certain current and future regulations could restrict our activities; regulatory burden and additional controls over financial reporting; the use of third parties to perform certain services; general commercial litigation, class actions, other legal actions and regulatory actions; the difficulty for shareholders to realize in the United States of the judgments of the American courts based on the civil liability of the Company and of its directors and officers who are not residents of the United States; the potential violation of the intellectual property rights of third parties; our efforts to obtain, protect or enforce our patents and other intellectual property rights relating to our products; changes in US, Canadian or foreign patent laws; disputes in the pharmaceutical industry relating to the manufacture and supply of new and generic versions of existing drugs; the inability to protect our trademarks against counterfeiting; shareholders may be further diluted if we issue securities to raise capital; volatility in the price of our shares; the fact that we have a significant shareholder; we do not currently intend to pay dividends; our operating results can fluctuate significantly; and our debt securities will have priority over the common shares of the Company in the event of liquidation, dissolution or liquidation.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. In reviewing our forward-looking statements, investors and others should carefully consider the above factors as well as other uncertainties and potential events. Additional information on factors that may cause actual results to differ materially from expectations, and on important factors or assumptions applied in making forward-looking statements, can be found in the “Risk Factors” section of our report. management and annual information form for the year. ended December 31, 2020 and elsewhere in our documents filed with Canadian securities regulatory authorities. Except as required by Canadian securities law, we do not undertake to update any forward-looking statements, whether written or oral, which may be made from time to time by us or on our behalf; these declarations are only valid from the date on which they are made. The forward-looking statements included in this document are expressly qualified in their entirety by this cautionary language.
SOURCE Cipher Pharmaceuticals Inc.
For further information: James Bowen, CFA, Investor Relations, Cipher Pharmaceuticals, 416-519-9442, [email protected]