Liminal BioSciences Inc. (NASDAQ: LMNL) ("Liminal BioSciences" or the "Company"), announced today that the Ontario Superior Court of Justice (Commercial List) (the "Court") has issued an interim order (the "Interim Order") in connection with the previously-announced plan of arrangement under section 192 of the Canada Business Corporations Act (the "Plan of Arrangement") pursuant to which Structured Alpha LP ("SALP"), a limited partnership managed by its general partner, Thomvest Asset Management Ltd., will acquire all of the issued and outstanding common shares of Liminal BioSciences (the "Shares") not currently owned by SALP or its affiliates and associates (the "Minority Shares") at a price of US$8.50 per Share, payable in cash (the "Arrangement").
The Interim Order, among other things, authorizes the holding of a special meeting (the "Meeting") of the common shareholders of the Company (the "Shareholders") as of the record date of August 15, 2023 to consider, and if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve the Plan of Arrangement. Pursuant to the Interim Order, the Meeting is scheduled to be held virtually by live webcast on September 15, 2023 at 8:00 a.m. (Eastern time) at https://web.lumiagm.com/465634100. To become effective, the Arrangement Resolution requires the approval of (i) at least two-thirds (66 2/3%) of the votes cast by Shareholders virtually present or represented by proxy at the Meeting, and (ii) the majority of the Shareholders virtually present or represented by proxy at the Meeting, excluding the votes of Shareholders whose votes are required to be 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", including the Shares over which SALP and its affiliates and associates exercise control or direction.
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