I found it interesting that many here believe that RVX and Zenith should be combined to with the intent of increasing RVX market value so I did some research on the Zenith spinoff and found the following information circular dated 5/01/2013 - See below:

The following narrative describes managements reasons at the time of the spin-off for separating the companies. Some key points are:

- this will allow Resverlogix to be structurally ready for acquisition

- transferring the Therapeutics Shares to a separate entity is expected to allow Resverlogix Shareholders to realize the value of the RVX-208 program

-and to allow Resverlogix Shareholders to retain the value of the Spin-Off Assets in the event of a future sale of Resverlogix (through their holding of Newco Shares)

- Newco will be entitled to dividends based on a percentage of Net Apo Revenue

Since this transaction occurred, Zenith has independently raised capital thru private equity placements as pointed out in an earlier post, and RVX has independently done private equity placements with Hepalink and Eastern, all of which were significant and would make a merger most difficult, although anything can be worked out.

"Reasons for the Arrangement In the course of its evaluation of the Plan of Arrangement, the Resverlogix Board consulted with Resverlogix’s senior management and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others, the following:

Current Market Price Does Not Reflect Full Value – the Resverlogix Board and Resverlogix’s management do not believe that the current market price of the Resverlogix Common Shares reflects the full value of Resverlogix’s assets. In particular, the Resverlogix Board believes the market price of the Resverlogix Common Shares is attributed mainly to the value of the RVX-208 program. Accordingly, transferring the Therapeutics Shares to a separate entity is expected to allow Resverlogix Shareholders to realize the value of the RVX-208 program (through their holding of Resverlogix New Common Shares) and to allow Resverlogix Shareholders to retain the value of the Spin-Off Assets in the event of a future sale of Resverlogix (through their holding of Newco Shares). Through the Resverlogix Royalty Preferred Shares held by Newco upon completion of the Arrangement, Newco will be entitled to dividends based on a percentage of Net Apo Revenue, if any;

Enhance Ability to Pursue Corporate Objectives and Strategies – the Arrangement is expected to enhance the ability of each of Resverlogix and Newco to pursue their corporate objectives and strategies by allowing Resverlogix to focus on the RVX-208 program and by allowing Newco to focus on the Spin-Off Assets. By transferring the Spin-Off Assets, this will also allow Resverlogix to be structurally ready for acquisition while Newco’s future value could be realized through a licensing and/or partnering business model;

Focused Investment Decision – the creation of two separate companies dedicated to the pursuit of their respective businesses will provide Resverlogix Shareholders with additional investment flexibility as they will hold a direct interest in two companies, each of which is focused on different objectives;

Independent Access to Capital – each company will have independent access to capital (equity and debt) which management believes will result in more focused capital allocation practices and minimize future dilutions in each company. In particular, Newco will be able to raise capital specifically related to the Spin-Off Assets or to enter into a licensing and/or partnering business model in respect of the Spin-Off Assets;

Maintenance of Ownership in Assets – Resverlogix Shareholders will maintain their ownership interests in Resverlogix, and will also receive Newco Shares. Through their ownership of both Resverlogix New Common Shares and Newco Shares, current Resverlogix Shareholders will have the identical ownership interests in Resverlogix’s current intellectual property and assets following the Plan of Arrangement as they do prior to the Plan of Arrangement;

Fairness – the Arrangement is subject to a determination of the Court that the terms of the Arrangement and the procedures relating thereto are fair and reasonable, both procedurally and substantively, to the Resverlogix Shareholders;and

Neutral Tax Treatment for Canadian Shareholders – subject to the discussion under the heading “Certain Canadian Federal Income Tax Considerations”, the Arrangement should generally occur on a tax-deferred basis for Resverlogix Shareholders who are resident in Canada, who hold Resverlogix Common Shares as capital property, and to whom the discussion under the heading “Certain Canadian Federal Income Tax Considerations” is directed.

IMHO this is a done deal

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