Structured Alpha LP to acquire all issued and outstanding common shares of Liminal BioSciences

Liminal BioSciences Inc. and Structured Alpha LP (SALP), a fund managed by Thomvest Asset Management Ltd., announced that they have entered into a definitive arrangement agreement (the Arrangement Agreement) under which SALP will acquire all of the issued and outstanding common shares of Liminal BioSciences (the Common Shares) that it does not already own. Under the terms of the Arrangement Agreement, Liminal BioSciences shareholders (other than SALP and its affiliates or associates) will receive US$ 8.50 in cash per Common Share, which represents a premium of approximately 135% over Liminal BioSciences' closing share price on the Nasdaq Capital Market on April 4, 2023, which was the last full trading day prior to the public announcement of SALP's initial non-binding proposal to acquire the remaining Common Shares of Liminal BioSciences that it does not already own, and is $1.00 per Common Share more than SALP's initial non-binding proposal. "After an extensive process led by a special committee comprised of disinterested and independent directors, we are pleased to have agreed terms on a transaction with SALP that has the full support of the Liminal BioSciences board. The transaction will deliver immediate value and liquidity to our minority shareholders at a substantial premium," said Bruce Pritchard, chief executive officer of Liminal BioSciences. "Reaching this point is a testament to everything that the entire Liminal BioSciences team has accomplished. We look forward to partnering with SALP to continue to pursue our goal of developing and delivering cutting edge treatment to patients." "As a long-time significant investor in Liminal BioSciences, we are pleased to have concluded this agreement, which provides minority shareholders with a significant premium and the certainty of cash consideration for their shares," said Eugene Siklos, on behalf of SALP. The special committee of the board of directors of Liminal BioSciences (the Special Committee), comprised entirely of disinterested directors, has unanimously recommended that the board of directors of Liminal BioSciences approve the Arrangement Agreement and unanimously recommends that the minority shareholders vote in favour of the special resolution to approve the transaction (the Arrangement Resolution) at the special meeting of the shareholders to be held to approve the transaction (the Meeting). The board of directors of the company, after receiving the unanimous recommendation of the Special Committee, has unanimously (with Eugene Siklos and Alek Krstajic having recused themselves from the meeting) determined that the transaction is in the best `interest of the Company and is substantively and procedurally fair to the Company's minority shareholders and unanimously recommends that minority shareholders vote in favour of the Arrangement Resolution at the Meeting. All of the directors and senior officers of Liminal BioSciences have entered into support and voting agreements pursuant to which they have agreed, subject to the terms thereof, to vote all of their Common Shares in favour of the Arrangement Resolution at the Meeting. The transaction will be completed pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act and is subject to satisfaction of customary closing conditions, including (without limitation) court approval and the approval of the shareholders of Liminal BioSciences as further set out below. After completion of the transaction, Liminal BioSciences expects to no longer be subject to the reporting requirements of applicable Canadian securities legislation or the US Securities Exchange Act of 1934, as amended, and its common shares will be delisted from Nasdaq. Completion of the transaction will be subject to the approval of at least (i) two-thirds (662/3%) of the votes cast by shareholders present in person or represented by proxy at the Meeting, voting as a single class (each holder of Common Shares being entitled to one vote per Common Shares) and (ii) the approval of the majority of the holders of Common Shares present in person or represented by proxy at the Meeting, excluding the votes of shareholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101

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