Structured Alpha and Liminal BioSciences announce arrangement agreement

On July 12, 2023, Liminal BioSciences Inc. ("Liminal BioSciences") and Structured Alpha LP ("SALP"), a fund managed by Thomvest Asset Management Ltd. (“Thomvest”), announced that they entered into a definitive arrangement agreement in which SALP will acquire all of the issued and outstanding common shares of Liminal BioSciences that it does not already own.

Under the terms of the arrangement agreement, which will be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act, shareholders of Liminal BioSciences (other than SALP and its affiliates or associates) will receive US$8.50 in cash per common share held, US$1.00 per share more than SALP's initial non-binding proposal, dated April 5, 2023.

The special committee of the board of directors of Liminal BioSciences, comprised entirely of disinterested directors, unanimously recommended that the board of directors of Liminal BioSciences approve the arrangement agreement and unanimously recommends that the minority shareholders vote in favour of the special resolution to approve the transaction at the special meeting of shareholders that will be held to approve the transaction (the "Meeting").

The transaction is expected to close no later than September 30, 2023, subject to satisfaction of customary closing conditions, including the approval of at least (i) two-thirds (66 2/3%) of the votes cast by shareholders at the Meeting, and (ii) the approval of the majority of the common share holders, present in person or represented by proxy at the Meeting, excepting those shareholders excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") in the context of a "business combination."

Further information can be found on Canada Newswire’s website.

Liminal BioSciences is a development-stage biopharmaceutical company focused on discovering and developing novel and distinctive small molecule therapeutics that modulate G protein-coupled receptor pathways (GPCRs).

Thomvest, the general partner of SALP, is part of a group of investment companies that make investments on behalf of Peter J. Thomson and his family.