Cipher Pharmaceuticals Announces Normal Course Issuer Bid

MISSISSAUGA, ON, Nov. 15, 2023 /CNW/ - Cipher Pharmaceuticals Inc. (TSX: CPH) ("Cipher" or "the Company")  announced today that it has filed, and the Toronto Stock Exchange (the "TSX") has accepted, notice of Cipher's intention to commence a normal course issuer bid ("NCIB") for its common shares (the "Common Shares").

The TSX notice provides that Cipher may, during the 12-month period commencing November 20, 2023 and ending on November 19, 2024, purchase for cancellation under the NCIB up to 1,337,195 of its Common Shares, representing 10% of its public float of 13,371,956 Common Shares as of November 10, 2023 (a total of 24,022,338 Common Shares were issued and outstanding as of such date).  The price which Cipher will pay for any Common Shares will be the market price at the time of acquisition.

Purchases under the NCIB will be made through the facilities of the TSX and/or alternative Canadian trading systems.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX.  In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 4,317 Common Shares, which represents 25% of the average daily trading volume on the TSX of 17,271 for the six months ended October 31, 2023 (excluding any purchases made by Cipher through the facilities of the TSX under its normal course issuer bid during such six months).

Under Cipher's NCIB that commenced on September 22, 2022 and expired on September 21, 2023, Cipher previously sought and received approval from the TSX to repurchase up to 1,403,293 of its Common Shares.  During that timeframe, Cipher repurchased and cancelled 284,843 Common Shares at an average price of approximately $3.61 per Common Share. 

In addition, on September 5, 2023, the Company announced its intention to commence a substantial issuer bid (the "Offer" or "SIB"). The SIB commenced on September 6, 2023, pursuant to which the Company offered to purchase for cancellation up to CDN$6,000,000 of its Common Shares. The Offer was made by way of a 'modified Dutch auction', which allowed shareholders who chose to participate in the Offer to individually select the price, within a range of not less than CDN$3.95 per Common Share and not more than CDN$4.75 per Common Share (in increments of CDN$0.05 per Common Share), at which they were willing to sell their Common Shares.  In connection with the Offer the Company took up and paid for 1,290,321 Common Shares at a purchase price of CDN$4.65 per Common Share.  A valuation was prepared by Evans & Evans Inc. ("Evans & Evans") in connection with SIB.  The valuation report, included as Schedule A to the SIB circular, dated August 31, 2023, contained Evans & Evans' opinion that, based on the scope of their review and subject to the restrictions, definitions and assumptions noted therein, the fair market value of the Common Shares at July 31, 2023 was in the range of $5.08 to $5.44. Such circular can be viewed under Cipher's profile on www.sedarplus.ca.

Cipher believes that, from time to time, the Common Shares trade in price ranges that do not fully reflect their value.  In such circumstances, Cipher believes that acquiring Common Shares for cancellation may represent an attractive and desirable use of its available funds.  Decisions regarding the amount and timing of future purchases of Common Shares will be based on market conditions, share price and other factors and will be in management's discretion.  Cipher may elect to modify, suspend or discontinue the NCIB at any time.  Repurchases under the NCIB will be funded using Cipher's cash resources and all Common Shares repurchased will be cancelled.  Common Shares may be purchased in accordance with management's discretion.

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.

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 objectives and goals and strategies to achieve those objectives and goals, as well as 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.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the extent and impact of health pandemic outbreaks on our business, our ability to enter into development, manufacturing and marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our dependency on a limited number of products; our dependency on protection from patents that will expire; integration difficulties and other risks if we acquire or in-license technologies or product candidates; reliance on third parties for the marketing of certain products; product approval process by regulators which can be highly unpredictable; the timing of completion of clinical trials, regulatory submissions and regulatory approvals; reliance on third parties to manufacture our products and events outside of our control that could adversely impact the ability of our manufacturing partners to supply products to meet our demands; we may be subject to future product liability claims; unexpected product safety or efficacy concerns may arise; we generate license revenue from a limited number of distribution and supply agreements; the pharmaceutical industry is highly competitive with new competing product entrants; requirements for additional capital to fund future operations; products in Canada may be subject to pricing regulation; dependence on key managerial personnel and external collaborators; certain of our products are subject to regulation as controlled substances; limitations on reimbursement in the healthcare industry; the publication of negative results of clinical trials; unpredictable development goals and projected time frames; rising insurance costs; ability to enforce covenants not to compete; we may be unsuccessful in evaluating material risks involved in completed and future acquisitions; we may be unable to identify, acquire or integrate acquisition targets successfully; compliance with privacy and security regulation; our policies regarding product returns, allowances and chargebacks may reduce revenues; additional regulatory burden and controls over financial reporting; general commercial litigation, class actions, other litigation claims and regulatory actions; the difficulty for shareholders to realize in the United States upon judgments of U.S. courts predicated upon civil liability of the Company and its directors and officers who are not residents of the United States; the potential violation of intellectual property rights of third parties; our efforts to obtain, protect or enforce our patents and other intellectual property rights related to our products; changes in U.S., Canadian or foreign patent laws; inability to protect our trademarks from infringement; shareholders may be further diluted if we issue securities to raise capital; volatility of our share price; the fact that we have a significant shareholder; and our operating results may fluctuate significantly. 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 this MD&A and the 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.

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