On December 22, 2020 Helix BioPharma Corp. (TSX: HBP) ("Helix" or the "Company"), a clinical-stage biopharmaceutical company developing unique therapies in the field of immuno-oncology based on its proprietary technological platform DOS47, reported that it has closed the transaction with CAIAC Fund Management AG ("CAIAC") for the Company’s remaining holdings in its Polish subsidiary, Helix Immuno-Oncology S.A. ("HIO"), for gross proceeds of PLN 6,700,000 (CAD2,308,000) (Press release, Helix BioPharma, DEC 22, 2020, View Source [SID1234573251]).
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As announced on November 9, 2020, the Company signed a definitive agreement with CAIAC to purchase Helix’s remaining holdings in HIO.
On August 28, 2020, CAIAC, as portfolio manager for Biotech Opportunity Fund ("Opportunity Fund"), announced that it acquired control and direction over, and Opportunity Fund had acquired beneficial ownership of, 26,363,172 common shares of the Company, representing approximately 19.83% of the Company’s issued and outstanding common shares on a non-diluted basis. Consequently, the disposition of the shares of HIO by Helix pursuant to the Transaction is considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Transaction on the basis that the directors of the Company, acting in good faith, have determined that, as of the date that the Transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction insofar as it involves "interested parties" (as such term is defined in MI 61-101) exceeds 25% of the Company’s market capitalization.
ACM Alpha Consulting Management Est. will be entitled to a 12.5% fee in connection with the closing of the Transaction