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YM BioSciences Shareholders Approve Plan of Arrangement with Gilead Sciences



 YM BioSciences Shareholders Approve Plan of Arrangement with Gilead Sciences

PR Newswire

MISSISSAUGA, ON, Jan. 31, 2013

MISSISSAUGA, ON, Jan. 31, 2013 /PRNewswire/ - YM BioSciences Inc. (NYSE MKT:
YMI, TSX: YM) (the "Company" or "YM") is pleased to announce that, at the
special meeting (the "Meeting") of shareholders of the Company (the "YM
Shareholders") held earlier today, the YM Shareholders approved the previously
announced plan of arrangement (the "Arrangement") involving the Company,
Gilead Sciences, Inc. ("Gilead") and 3268218 Nova Scotia Limited, a
wholly-owned subsidiary of Gilead (the "Purchaser").   Under the Arrangement,
the Purchaser will acquire all of the issued and outstanding common shares
("Common Shares") of the Company for cash consideration of U.S.$2.95 per
Common Share. In addition, holders of warrants and options will each receive a
cash payment equal to the difference between U.S.$2.95 and the exercise price
of such warrants or options.

The special  resolution  approving the  Arrangement  required approval  of  YM 
Shareholders constituting  not less  than a  majority in  number  representing 
three-quarters in value of the Common  Shares, present either in person or  by 
proxy, at  the Meeting.   The Arrangement  was approved  by 98.72%  of the  YM 
Shareholders  representing  99.03%  of  the  votes  cast  by  YM  Shareholders 
represented in person or by proxy at the Meeting.

Completion of  the Arrangement  remains subject  to, among  other things,  the 
final approval of the Supreme Court of Nova Scotia.  The hearing for the final
court order to approve the Arrangement is scheduled to take place on  February 
5, 2013.  Assuming court approval is obtained and all other closing conditions
are satisfied  or waived,  it  is anticipated  that  the Arrangement  will  be 
completed on or about February  8,  2013.

Further details  regarding the  Arrangement are  set out  in the  joint  press 
release dated  December 12,  2012 and  the management  proxy circular  of  the 
Company dated  December 31,  2012, copies  of which  are available  under  the 
corporate profile of the Company on SEDAR at www.sedar.com.

About YM
YM is a  drug development company  primarily focused on  advancing CYT387,  an 
orally administered inhibitor of  both the JAK1 and  JAK2 kinases, which  have 
been implicated  in  a  number  of hematological  and  immune  cell  disorders 
including myeloproliferative neoplasms  and inflammatory diseases  as well  as 
certain cancers. Positive results have been  reported from a Phase I/II  trial 
of CYT387 in 166 patients with myelofibrosis.

This press release may contain forward-looking statements, which reflect  YM's 
current expectation regarding future events. These forward-looking  statements 
involve risks  and uncertainties  that  may cause  actual results,  events  or 
developments to be  materially different  from any future  results, events  or 
developments expressed  or implied  by such  forward-looking statements.  Such 
factors include, but  are not  limited to, YM's  ability to  obtain court  and 
other approvals in connection with the proposed arrangement; uncertainties  as 
to the timing of the arrangement; the satisfaction of the conditions precedent
to  the  completion  of  the  arrangement;  changing  market  conditions;  the 
successful and timely  completion of  clinical studies;  the establishment  of 
corporate alliances;  the  impact of  competitive  products and  pricing;  new 
product development; uncertainties related to the regulatory approval  process 
or the ability to obtain drug  product in sufficient quantity or at  standards 
acceptable to health regulatory authorities to complete clinical trials or  to 
meet commercial demand;  and other risks  detailed from time  to time in  YM's 
ongoing quarterly  and  annual reporting.  Except  as required  by  applicable 
securities laws, YM undertakes no obligation to publicly update or revise  any 
forward-looking statements, whether  as a  result of  new information,  future 
events or otherwise.

SOURCE YM BioSciences Inc.

Contact:

Enquiries:
James Smith
VP Corporate Affairs
YM BioSciences Inc.
Tel. +1 905.361.9518
jsmith@ymbiosciences.com
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