Transition Therapeutics and Waratah Pharmaceuticals Merge

Transition Therapeutics Inc. and Waratah Pharmaceuticals Inc. completed their $60 million merger on January 17, 2002. The businesses and operations of the two Canadian public biotechnology companies, which focus on the treatment of diabetes, multiple sclerosis and restenosis, were combined by way of an arrangement under the Business Corporations Act. Pursuant to the arrangement, shareholders of Waratah will receive 0.83333 common shares of Transition for each share of Waratah held. The newly combined company will retain the name Transition Therapeutics Inc., and will continue to be based in Toronto.

Transition was represented by William Smith, Q.C., Michael Bennett (corporate), Annie Tetrault (business), Derek Kearl (litigation) and David Ross (tax) of McCarthy Tétrault LLP in Calgary, and by Kenneth Blackman, Robert Cassanos and Joseph Calto (tax) of Fried, Frank, Harris, Shriver & Jacobson in the U.S.

Waratah was represented by Fasken Martineau DuMoulin LLP, with a team composed of Gilles Leclerc and Frédéric Cotnoir (securities) and Claude Auger (tax) in Montreal, and Michel Boislard (corporate) in New York. Ken Gordon and Val Gurvits (U.S. securities) and Louis Marett and Scott Pinarchick (U.S. tax) of Testa, Hurwitz and Thibeault, LLP provided U.S. legal counsel to Waratah.