BELLUS Health Inc. Calls Special Shareholders’ Meeting in Connection with GSK Acquisition - Seite 2

The Board and the Transaction Committee received fairness opinions to the effect that, as of April 17, 2023, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Shareholders in the Arrangement is fair, from a financial point of view to the Shareholders (other than as specified in such opinions).

To become effective, the Arrangement Resolution must be approved by: (i) not less than two-thirds of the votes cast at the Special Meeting by Shareholders present or represented by proxy and entitled to vote at the Special Meeting; and (ii) a simple majority of the votes cast at the Special Meeting by Shareholders present or represented by proxy and entitled to vote at the Special Meeting, excluding for this purpose any other person required to be excluded pursuant to applicable Canadian securities regulations. The Arrangement is also subject to approval by the Superior Court of Québec and it is anticipated that the Arrangement will be completed in the third quarter of 2023 or earlier.

In addition, on May 15, 2023, the Canadian Commissioner of Competition has issued an advance ruling certificate (“ARC”) in respect of the Arrangement and the transactions contemplated therein. The issuance of the ARC satisfies the closing condition of the approval required under the Competition Act under the Arrangement agreement. Closing of the Arrangement remains subject to approval by other regulatory authorities.

Shareholders of BELLUS with questions regarding the Arrangement or the Special Meeting should contact Innisfree M&A Incorporated, the Company’s proxy solicitation agent, at [phone] (toll-free in North America) or at (212) 750‑5833 (for Banks and Brokers).

About BELLUS

BELLUS is a clinical-stage biopharmaceutical company working to better the lives of patients suffering from persistent cough, starting with the development of camlipixant (BLU-5937) for the treatment of refractory chronic cough (“RCC”). Camlipixant, the Company’s lead asset, is an investigational P2X3 receptor antagonist for the treatment of RCC, which is currently being evaluated in the CALM Phase 3 clinical program. With no approved treatments in the U.S., camlipixant has the potential to be a breakthrough in the RCC treatment landscape. For additional information, please visit www.bellushealth.com.