Cipher Pharmaceuticals Announces Final Results of Substantial Issuer Bid

MISSISSAUGA, ON, Oct. 12, 2023 /CNW/ - Cipher Pharmaceuticals Inc. (TSX: CPH) ("Cipher" or the "Company"), today announced the final results of its substantial issuer bid (the "Offer"), which expired at 5:00 p.m. (Eastern Time) on October 11, 2023.

The Company expects to take up and pay for 1,290,321 common shares ("Shares") at a price of $4.65 per Share under the Offer, representing an aggregate purchase price of $5,999,993 being 5.1% of the total outstanding Shares before commencing the Offer.  On conclusion and after giving effect to the Offer, Cipher expects to have 24,021,256 Shares outstanding.

A total of 1,304,564 Shares were tendered pursuant to auction tenders at or below the purchase price or purchase price tenders. Since the Offer was oversubscribed, shareholders who made auction tenders at or below the purchase price or purchase price tenders will have approximately 98.9% of their tendered Shares purchased by the Company (other than "odd lot" tenders, which are not subject to proration). Any Shares not purchased under the Offer, including Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the purchase price, will be returned to shareholders as soon as practicable by Computershare Investor Services Inc., the depositary for the Offer.

Payment for the Shares accepted for purchase under the Offer will occur in accordance with the terms of the Offer and applicable law.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated September 6, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

To assist shareholders in determining the tax consequences of the Offer, Cipher estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately $0.72. Given that the purchase price of $4.65 per Share exceeds the paid-up capital per Share, shareholders who have sold Shares to Cipher under the Offer will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the purchase price per Share exceeds the paid-up capital per Share. The dividend deemed to have been paid by Cipher to Canadian resident persons is designated as an "eligible dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) is $4.28, being the closing trading price for the Shares on the Toronto Stock Exchange on October 11, 2023. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

This news release is for informational purposes only and is not intended to and does not constitute an offer.

Research Capital Corporation acted as dealer manager for the Offer and Computershare Investor Services Inc. acted as the depositary for the Offer and any questions regarding the Offer may be directed to [email protected].

About Cipher Pharmaceuticals Inc.

Cipher Pharmaceuticals (TSX: CPH) is a specialty pharmaceutical company with a robust and diversified portfolio of commercial and early to late-stage products. Cipher acquires products that fulfill unmet medical needs, manages the required clinical development and regulatory approval process, and currently markets those products either directly in Canada or indirectly through partners in Canada, the U.S., and South America. For more information, visit www.cipherpharma.com.

Forward Looking Statements

This document includes forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among others, statements with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective", "hope" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements. These statements include, without limitation, timing for payment for the Shares accepted for purchase under the Offer, estimated paid-up capital per Share. The Company believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general, local economic, and business conditions. All forward-looking information in this press release speaks as of the date hereof. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR+ (www.sedarplus.ca).

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When reviewing our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations, and about material factors or assumptions applied in making forward-looking statements, may be found in the "Risk Factors" section of the Company's Annual Information Form for the year ended December 31, 2022, and elsewhere in our filings with Canadian securities regulators. Except as required by Canadian securities law, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

SOURCE Cipher Pharmaceuticals Inc.

SOURCE Cipher Pharmaceuticals Inc.

[email protected]