EX-99.1 2 ex991.htm NEWS RELEASE DATED NOVEMBER 10, 2009 ex991.htm
Exhibit 99.1
 
News release via Canada NewsWire, Calgary 403-269-7605

            Attention Business Editors:
            NUCRYST Announces Agreement to Sell Acticoat Business and Proposes
            Amalgamation with Westaim

            PRINCETON, NJ, Nov. 10 /CNW/ - NUCRYST Pharmaceuticals Corp. announced
today the execution of a definitive agreement (the "S&N Agreement") with
subsidiaries of Smith & Nephew plc. (LSE: SN; NYSE: SNN) for the sale to Smith
& Nephew of substantially all of Nucryst's operations and assets including all
rights to its proprietary nanocrystalline silver technology for cash
consideration of US$21 million plus the value of working capital and subject
to certain adjustments (the "Sale Transaction"). The closing of the Sale
Transaction is subject to customary conditions including the approval of
Nucryst shareholders.
            Nucryst also entered into an amalgamation agreement with The Westaim
Corporation, which currently owns approximately 75% of Nucryst's outstanding
common shares. Under the amalgamation agreement, Nucryst will amalgamate with
a newly formed subsidiary of Westaim to form Amalco (the "Amalgamation") and
Nucryst shareholders other than Westaim will receive one redeemable preferred
share in the capital of Amalco, which share will be redeemed for US$1.77 in
cash upon the completion of the Amalgamation. Completion of the Amalgamation
is subject to certain conditions including closing of the Sale Transaction and
the approval of Nucryst shareholders. Following the completion of the
Amalgamation, Nucryst intends to delist from the TSX and NASDAQ stock
exchanges.
            The board of directors of Nucryst engaged KPMG Corporate Finance Inc. to
provide a fairness opinion regarding the Sale Transaction and an independent
valuation of Nucryst for the purpose of the Amalgamation, in accordance with
Multilateral Instrument 61-101. Specifically, KPMG Corporate Finance Inc. has
opined that the consideration offered in the S&N Agreement is fair, from a
financial point of view, to Nucryst. In addition, the valuation prepared by
KPMG Corporate Finance Inc. provides a valuation range of $1.72 to $1.82 per
common share, subject to certain assumptions. Particulars of the fairness
opinion and the valuation will be provided to shareholders with the materials
mailed to shareholders in connection with the meeting to approve the Sale
Transaction and the Amalgamation.
            The board of directors of Nucryst unanimously determined that the Sale
Transaction is in the best interests of Nucryst and is fair, from a financial
point of view, to Nucryst and that the value proposed to the minority
shareholders of Nucryst under the amalgamation agreement is fair, from a
financial point of view, to the common shareholders of Nucryst (other than
Westaim). In light of these conclusions, the Nucryst board of directors
unanimously determined to enter into the S&N Agreement and the amalgamation
agreement and to recommend that Nucryst shareholders vote in favor of the
resolutions authorizing the Sale Transaction and the Amalgamation.
            Closing under the S&N Agreement and completion of the Amalgamation is
conditional upon, among other things, approval of the shareholders of Nucryst
at a special meeting called for such purpose. The Sale Transaction and the
Amalgamation will each separately be proposed to shareholders for
consideration. The Sale Transaction requires the approval of more than two
thirds of the votes cast at the meeting and Westaim has entered into a support
agreement with Smith & Nephew under which it will vote in favor of the S&N
Agreement, subject to certain limited exceptions applicable where a
financially superior proposal has been made. The Amalgamation requires both
the approval of more than two thirds of the votes cast at the meeting and,
pursuant to Multilateral Instrument 61-101, the approval of a simple majority
of shareholders other than the directors and officers of Westaim. If the Sale
Transaction is approved by shareholders and other conditions to closing are
satisfied, the transaction will proceed, irrespective of whether the
Amalgamation is approved. The S&N Agreement includes a non-solicitation
covenant on the part of Nucryst, subject to a customary "fiduciary out"
provision, the right of Smith & Nephew to match any financially superior
proposal and the payment of a $1.0 million termination fee by Nucryst to Smith
& Nephew in certain circumstances. Details regarding the S&N Agreement and the
amalgamation agreement will be included in Nucryst's management information
circular which is expected to be mailed to shareholders in late November, 2009
for a shareholders meeting to be held in December, 2009.
            This news release is for information purposes only and is not a
substitute for the definitive agreements in relation to the proposed
transactions. There can be no assurance that the conditions of closing will be
satisfied, or that the transactions will be completed as proposed or at all.

            About NUCRYST Pharmaceuticals Corp.

            NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST; TSX: NCS) develops,
manufactures and commercializes medical products that fight infection and
inflammation using SILCRYST(TM), its patented atomically disordered
nanocrystalline silver technology. NUCRYST licensed world-wide rights for
SILCRYST(TM) wound care coating products to Smith & Nephew plc, which markets
these products in over 30 countries under their Acticoat(TM) trademark.
NUCRYST has developed its proprietary nanocrystalline silver in a powder form,
referred to as NPI 32101, for use in medical devices and as an active
pharmaceutical ingredient.

            About Smith & Nephew plc.

            Smith & Nephew is a global medical technology business, specializing in
Orthopaedics, including Reconstruction, Trauma and Clinical Therapies,
Endoscopy and Advanced Wound Management. Smith & Nephew is a global leader in
arthroscopy and advanced wound management and is one of the leading global
orthopaedics companies. Smith & Nephew is dedicated to helping improve
people's lives. The Company prides itself on the strength of its relationships
with its surgeons and professional healthcare customers, with whom its name is
synonymous with high standards of performance, innovation and trust. The
Company operates in 32 countries around the world. Annual sales in 2008 were
nearly $3.8 billion.

            <<
            SILCRYST(TM) is a trademark of NUCRYST Pharmaceuticals Corp.
            Acticoat(TM) is a trademark of Smith & Nephew plc
            >>

            This news release contains forward-looking statements within the meaning
of securities legislation in the United States and Canada (collectively
"forward-looking statements"). Forward-looking statements in this news release
include, but are not limited to, statements about the contemplated
transactions described. With respect to the forward-looking statements
contained in this news release, readers are cautioned that numerous risks,
uncertainties and other factors could cause our actual results to differ
materially from those indicated in these statements including, but not limited
to: the failure to satisfy any of the conditions to closing of the S&N
Agreement or the amalgamation agreement; future shareholder actions with
respect to the proposed transactions; our ability to satisfy regulatory and
stock exchange standards and requirements to complete the proposed
transactions; the uncertainty of our future operating results, which are
likely to fluctuate and could under certain conditions prevent the completion
of the proposed transactions; our reliance on and ability to maintain our
collaboration with Smith & Nephew should the proposed S&N Agreement not be
completed; our reliance on sales of Acticoat(TM) products with our
SILCRYST(TM) coatings by Smith & Nephew. Although we have attempted to
identify the important risks, uncertainties and other factors that could cause
actual results or events to differ materially from those expressed or implied
in the forward-looking statements in this release, there may be other factors
that cause actual results or events to differ from those expressed or implied
in forward looking statements. For a more thorough discussion of the risks
associated with our business, see the "Risk Factors" section in our Annual
Report on Form 10-K for the year ended December 31, 2008 and in our Quarterly
Reports on Form 10-Q for 2009 as filed with the U.S. Securities and Exchange
Commission on EDGAR at www.sec.gov and with securities authorities in Canada
on SEDAR at www.sedar.com. All forward-looking statements are expressly
qualified in their entirety by this cautionary statement and NUCRYST disclaims
any intention or obligation to revise or update any forward-looking statements
whether as a result of new information, future developments or otherwise after
the date hereof.

            %SEDAR: 00023031E          %CIK: 0001344674

            /For further information: David Wills, Gillian McArdle, Investor
Relations, (416) 504-8464, info(at)nucryst.com/
            (NCST NCS.)

CO:  NUCRYST Pharmaceuticals Corp.

CNW 19:15e 10-NOV-09