DiaMedica Inc. Provides Update Regarding Sanomune Inc. Acquisition
Published: Apr 20, 2010
WINNIPEG, MANITOBA--(Marketwire - April 20, 2010) - DiaMedica Inc. (TSX VENTURE: DMA) ("DiaMedica"), a biopharmaceutical company focused on a novel approach to treating diabetes, is pleased to provide an update with respect to its proposed acquisition (the "Acquisition") of Sanomune Inc. ("Sanomune"), a privately held biopharmaceutical company focused on neurological conditions, and to announce details of its planned public offering of units (the "Offering").
As previously disclosed, in order to avoid the cost and delay of holding a shareholders meeting to consider the Acquisition, DiaMedica made application to the Ontario Securities Commission (the "OSC") for an order exempting DiaMedica from the requirements of Part 5.3(2) of Multilateral Instrument 61-101 ("MI 61-101"), and, in lieu of such requirements, to obtain the necessary disinterested minority approval for the Acquisition (the "Minority Approval") by obtaining the written consent of shareholders. The requested order was issued by the OSC effective March 25, 2010.
DiaMedica is pleased to report that it has obtained written consents to the Acquisition from shareholders representing approximately 65% of the common shares of the company held by parties eligible to vote for approval of the transaction under Part 8 of MI 61-101. This is in excess of the simple majority requirement (i.e., 50%+1) set out in MI 61-101 for such Minority Approval.
Final acceptance of the Acquisition by the TSX Venture Exchange (the "TSX-V") is conditional upon completion of an offering with proceeds of not less than $3,000,000 received from arm's length investors.
The Company anticipates that the Sanomune Acquisition will be completed in May, 2010.
About DiaMedica and Sanomune
DiaMedica is a biopharmaceutical company developing treatments for diabetes, neurological and autoimmune diseases. Two of DiaMedica's products, DM-71 and DM-99, have demonstrated human efficacy in lowering blood sugar levels in diabetics based on a novel nerve signaling mechanism.
Sanomune's lead compound, SAN-61, for the treatment of Alzheimer's disease, has demonstrated neural protection (protects brain cells) as well as the ability to trigger neural stem cell proliferation (generates new brain cells). The Ottawa Centre for Research and Innovation named both Sanomune and DiaMedica as a Top 10™ Canadian Life Sciences Company for 2009.
Following the completion of the Sanomune Acquisition, DiaMedica intends to expand into neurological and autoimmune diseases with a improved recombinant version of a protein that has demonstrated neural protection properties as well as neural stem cell proliferation properties. The protective and regenerative aspects of the protein are broadly applicable to numerous indications including Alzheimer's and Huntington's disease as well as type 1 diabetes. In addition, Sanomune is also developing a panel of monoclonal antibodies targeting diabetes, Alzheimer's and leukemia based on the inhibition of GSK3B.
For further information please visit www.diamedica.com.
Caution Regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, the "forward-looking statements"). These forward-looking statements relate to, among other things, DiaMedica's objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, and can, in some cases, be identified by the use of words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Specifically, this press release contains forward-looking statements regarding matters such as, but not limited to, the prospective Offering and the proceeds from the Offering, the anticipated use of proceeds from the Offering, regulatory approval of the Offering, and our other plans, estimates and expectations, including the completion of our proposed acquisition of Sanomune Inc. These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: uncertainties and risks related to our ability to complete the Offering, the availability of financing, risks and uncertainties relating to the anticipated use of proceeds, changes in debt and equity markets, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, additional financing requirements and access to capital, unproven markets, the cost and supply of raw materials, management of growth, effects of insurers' willingness to pay for products, risks related to regulatory matters and risks related to intellectual property matters. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this news release, as well as under the heading "Risk Factors" contained in DiaMedica's 2008 annual information form. DiaMedica cautions that the foregoing list of important factors that may affect future results is not exhaustive.
When relying on DiaMedica's forward-looking statements to make decisions with respect to DiaMedica, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Such forward-looking statements are based on a number of estimates and assumptions which may prove to be incorrect, including, but not limited to, assumptions regarding the availability of financing for research and development companies, general business and economic conditions, and DiaMedica's ability to complete its proposed acquisition of Sanomune Inc. These risks and uncertainties should be considered carefully and investors and others should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, DiaMedica cannot provide assurance that actual results will be consistent with these forward-looking statements. DiaMedica undertakes no obligation to update or revise any forward-looking statement. Additional risk factors, factors which could cause actual results to differ materially from expectations, and assumptions relating specifically to our proposed acquisition of Sanomune Inc. may be found in our press release dated February 18, 2010.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Kevin Richardson, Ph.D