TSX symbol: SBS
CALGARY, Oct. 21 /PRNewswire-FirstCall/ - SemBioSys Genetics Inc. ("SemBioSys") today announced that Advitech Inc. ("Advitech") has entered into a definitive agreement to acquire all of the issued and outstanding shares of Botaneco Specialty Ingredients Inc. ("Botaneco") held by SemBioSys and Avrio Ventures Limited Partnership ("Avrio"). SemBioSys will hold an initial 9.48 percent shareholding in Advitech, in return for the 19.35 percent share of Botaneco it currently holds, prior to Advitech's concurrent financing on the terms described below. The transaction is expected to close on or around November 7, 2009 pending relevant approvals. Prior to, or concurrent, with the completion of the transaction Advitech will complete a share consolidation (the "Consolidation").
"This transaction further validates the versatility of our technology platform, as the upstream extraction process used by Botaneco replicates our own biomanufacturing business, and secures an ongoing share of the Botaneco opportunity for SemBioSys shareholders," said James Szarko, President and Chief Executive Officer of SemBioSys. "The Botaneco assets developed by SemBioSys, specifically the HydresiaTM line of personal care product ingredients, will benefit from the additional funding provided to Advitech by the principal shareholders. The new entity resulting from the merger of Advitech and Botaneco will be able to broaden its product portfolio and distribution network to become an industry leader in the development and manufacture of additional all-natural skin care products."
The transaction will be effected by issuing a total of 224,792,020 common shares of Advitech (or 28,099,003 post-Consolidation common shares) to Avrio and SemBioSys, at a deemed issuance price of $0.02 per share (or $0.16 per post-Consolidation common shares). This will represent 49 percent of all of the issued and outstanding shares of Advitech after closing of the transaction. The SemBioSys proportion of this share total is 43,497,256 common shares (or 5,437,157 post-Consolidation common shares).
Advitech will also concurrently complete an equity financing of $2,500,000, to be provided equally by Avrio and AgeChem Venture Fund L.P. ("AgeChem"). Each of Avrio and AgeChem will acquire 7,812,500 units at a price of $0.16 per unit, each unit consisting of one post-Consolidation common share and one common share purchase warrant. Each common share purchase warrant will entitle its holder to acquire one additional post-Consolidation common share upon terms to be agreed upon by the parties at the time of closing of the equity financing, in accordance with the policies of the TSX Venture Exchange. The completion of this private placement is also subject to applicable regulatory approvals and, if applicable, shareholders' approval. The proceeds of this equity financing will be used by the resulting entity for the implementation of its business plan. Subsequent to the closure of the proposed financing, it is anticipated that SemBioSys will hold approximately a 7.5 percent interest (6 percent on a fully diluted-basis) in the combined company.
SemBioSys sub-licensed to Botaneco its proprietary aqueous oilseed processing technology in 2007 and SemBioSys will continue to provide Botaneco with the necessary technology license rights after the transaction closes. Botaneco, a company incorporated under the laws of Alberta, is a manufacturer and marketer of innovative oleosome-based ingredients to the personal care and OTC topical markets. Using its proprietary aqueous oilseed processing technology, Botaneco produces non-transgenic specialty ingredients for topical cosmetic, OTC, and Rx products within the natural personal care products sector. Botaneco operates a manufacturing facility in Calgary, Alberta as well as a sales and formulation office in Bensalem, Pennsylvania, United States of America.
The resulting entity will be a manufacturer, developer and marketer of proprietary natural ingredients and formulations for oral and topical applications that have been clinically proven to be safe and effective for improving skin health and appearance. The new entity will grow its business by leveraging the channels and products of each company through the efforts of a fully integrated organization and externally by in-licensing/acquiring topical ingredients to reach new markets and new applications.
Advitech is a health sciences and technology company with a mission to discover and commercialize proprietary and evidence-based natural health products. Effective and safe, these products play a role in the prevention of immune-mediated inflammatory disorders, such as psoriasis and inflammatory bowel disease. Advitech produces Dermylex(R) for the treatment of mild-to-moderate psoriasis. Advitech has drawn up a research program to develop new applications related to wound healing. This development is derived from both its XP-828L and IM technological platforms.
Calgary, Alberta-based SemBioSys is focused on leveraging its unique proprietary platform to manufacture high-value proteins and oils. SemBioSys' seed-based protein production system can provide for its partners product enablement, exceptionally low cost and unprecedented scalability. SemBioSys is applying the platform with high selectivity to products with tremendous clinical promise and value potential. The Company's current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at www.sembiosys.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.
SOURCE SemBioSys Genetics Inc.
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