Valeo Pharma announces the closing of a share purchase agreement with Xediton Pharmaceuticals Inc.

MONTREAL, Feb. 6, 2025 /CNW/ - Valeo Pharma Inc. ("Valeo" or the "Company"), a Canadian pharmaceutical company, announced today that it has closed a share purchase agreement (the "Transaction") with Xediton Pharmaceuticals Inc. ("Xediton" or the "Purchaser") in its proceedings under the Companies' Creditors Arrangement Act (the "CCAA").

As part of its CCAA proceedings, the Company implemented a Court-supervised sale and investor solicitation process (the "SISP") conducted by Ernst & Young Inc., court appointed monitor in the CCAA proceedings (the "Monitor"). After a careful review of all offers received in the SISP and following thorough consultations with its legal advisors, the Monitor and certain of its stakeholders, the Company's Board of Directors determined that the Transaction put forward by the Purchaser was in the best interest of Valeo and its stakeholders and approved the Transaction.

The Transaction was then approved by the Quebec Superior Court (the "Court") on February 4, 2025 pursuant to an approval and reverse vesting order (the "Vesting Order"). Pursuant to and under the terms of the Transaction, the Purchaser has acquired 100% of the issued and outstanding shares of Valeo. As a result of the Transaction, the Purchaser as the new owner of Valeo:

• will retain Valeo's existing licenses and operating permits;
• will retain substantially all of Valeo's supply and product listing agreements and related inventory, accounts receivable, intellectual property, certain other tangible property and regulatory, clinical and other data; and
• retain ownership of Valeo's subsidiaries, Valeo Pharma Corp. and VPI Pharmaceuticals Inc.; and

Certain excluded liabilities and excluded assets of Valeo will be discharged from Valeo pursuant to the Vesting Order. At this time, the Company expects there will be no recovery for Valeo's existing shareholders.

Details of the Transaction can be accessed on the Monitor's website here.

"We are pleased to announce the closing of our transaction with Xediton and although we would have liked to see Valeo continue its commercial activities as before, we believe that this transaction was the best one to preserve a maximum number of jobs at Valeo, and the continuation of excellent relations and commercial activities with all our business partners", said Al Moghaddam, CEO.

"Through this acquisition, we are reaffirming our dedication to patient care and industry leadership," said George Gafrey, President & CEO of Xediton. "Our immediate focus will be on ensuring a seamless transition for patients, healthcare practitioners, Valeo's partners and all stakeholders, while revitalizing and expanding Valeo's product offerings."

About Valeo Pharma

Valeo Pharma is a Canadian pharmaceutical company dedicated to the commercialization of innovative prescription products in Canada with a focus on Respiratory/Allergy, Ophthalmology and Hospital Specialty Products. Headquartered in Kirkland, Quebec, Valeo Pharma has all the required capabilities and the full infrastructure to register and properly manage its growing product portfolio through all stages of commercialization. For more information, please visit www.valeopharma.com and follow us on LinkedIn and Twitter.

About Xediton Pharmaceuticals Inc.

Xediton Pharmaceuticals is a specialty pharmaceutical company with a focus on meeting the needs of patients, physicians and partners. Xediton Pharmaceuticals is committed to developing, partnering and making available new and established medicines to promote the health of Canadians. Located in the Greater Toronto Area, Canada, Xediton Pharmaceuticals has products in Oncology, Anti-Infectives, Pain, CNS, GI, Ophthalmology, Renal and CV and has built strong strategic alliances with Global and International Healthcare and pharmaceutical companies. For more information, please visit www.xediton.com.

Forward-Looking Statements

Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future economic conditions and courses of action. All statements and information other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.                    

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: reliance on third-party suppliers and manufacturers, the availability of additional funding, common risks for pharmaceutical products, including product liability claims, insurance and recalls, registration risks in certain jurisdictions, the inability to implement Valeo's strategy to grow the business, dependence on key management personnel and executives, competition, currency fluctuations and the risks, uncertainties and other factors contained in the section entitled "Risk Factors" in Valeo's annual information form dated January 29, 2024, a copy of which is available on Valeo's Sedar+ profile at www.sedarplus.ca 

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect Valeo's business, or if Valeo's estimates or assumptions turn out to be inaccurate. Valeo undertakes no obligation to update publicly, or otherwise revise, any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Valeo does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

SOURCE Valeo Pharma inc.

For more information: Ernst & Young Inc., in its capacity as court-appointed Monitor of Valeo Pharma: Tel: [phone], [email protected]; Xediton Pharmaceuticals: George Gafrey, President & CEO, Tel: [phone], [email protected]