ANN ARBOR, Mich., April 28, 2017 (GLOBE NEWSWIRE) – Zomedica Pharmaceuticals Corp. (TSX-V:ZOM) (“Zomedica” or “Company”), a veterinary pharmaceutical and health care solutions company, announces the adoption of an advance notice bylaw (the “Advance Notice Bylaw”). The Advance Notice Bylaw includes, among other things, a provision that requires advance notice to be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the “Act”); or (ii) a shareholder proposal made pursuant to the provisions of the Act. Additionally, the Advance Notice Bylaw sets a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders, sets forth the information that a shareholder must include in the notice to the Company, and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.
In connection with the implementation of the aforementioned advance notice provisions, the Board of Directors of the Company has approved Amended and Restated Bylaws, a copy of which has been filed and is available under the Company’s profile at www.sedar.com. The Amended and Restated Bylaws are effective immediately and will remain in effect until they are confirmed, confirmed as amended or rejected by shareholders at the upcoming annual and special meeting of shareholders, which is scheduled for June 2, 2017.
The Advance Notice Bylaw is being adopted in connection with the Company’s intention to become a publicly traded company in the United States. The Company believes that adopting the Advance Notice Bylaw is in the best interest of shareholders by assuring that shareholders receive adequate notice of director nominations with sufficient information with respect to all nominees. This allows the Company and its shareholders to evaluate the proposed nominees’ qualifications and suitability as directors, which further allows shareholders to cast an informed vote for the election of directors. Similar advance notice bylaw provisions are common for U.S. listed companies.
With U.S. operations based in Ann Arbor, Michigan, Zomedica is a veterinary pharmaceutical and health care solutions company creating products for companion animals (canine, feline and equine) by focusing on the unmet needs of clinical veterinarians. Zomedica is developing a diversified portfolio to include innovative drugs, drug-delivery technologies, diagnostics, and devices. With multiple clinical veterinarians in executive management, it is Zomedica’s mission to give veterinarians the opportunity to lower costs, increase productivity, and grow revenue while better serving the animals in their care. For more information, visit www.ZOMEDICA.com.
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Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to the presentation of the Amended and Restated Bylaws to the shareholders of the Company for ratification at the next annual and special meeting of shareholders. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; our ability to secure and maintain strategic relationships; risks pertaining to permits and licensing, intellectual property infringement risks, risks relating to future clinical trials, regulatory approvals, safety and efficacy of our products, the use of our product, intellectual property protection and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Investor Relations Contact
Shameze Rampertab, CPA, CA
Barry Mire, Renmark Financial Communications Inc.
+1 416.644.2020 or +1 514.939.3989