HALIFAX, Feb. 23 /PRNewswire-FirstCall/ - MedMira Inc., (“MedMira”) the global market leader in premium rapid diagnostic solutions, announced today that it has closed the transaction to acquire SensorChem International Corp. (“SensorChem”), that was announced on December 15, 2005.
“We are very excited about the completion of the SensorChem acquisition,” said Stephen Sham, chairman and CEO, MedMira. “Our new division, Maple BioSciences, will focus on the commercialization of the breakthrough technologies developed by SensorChem, bringing to market a new product line and further strengthening MedMira’s world class suite of diagnostic products.”
Under the terms of the acquisition agreement, MedMira has acquired all of the outstanding common shares of SensorChem, and retired $1,374,129 in SensorChem debt and preferred share interests for total consideration of $2,063,729. As consideration for the transaction, including the debt retirement, MedMira has issued 2,948,184 common shares at a price of $0.70, including 409,973 common shares to a director of MedMira. Under the terms of the acquisition agreement, certain shareholders have agreed to trading restrictions where 2,373,042 of the shares issued cannot be traded for 180 days from the date of closing and 470,000 shares will be restricted from trading for up to 3 years from the date of closing.
This transaction was subject to the provisions of National Instrument 61-501. Certain aspects of the National Instrument that apply to “related party” transactions were not applicable. The Company relied on certain exemptions from this National Instrument, specifically an exemption from the valuation requirement in Section 5.4, by virtue of Paragraph 5.5(2), and an exemption from the minority shareholder approval requirement in Section 5.6, by virtue of Paragraph 5.7(2). In both cases the Company qualifies for an exemption as this transaction represents less than 25% of the market capitalization of MedMira. In addition, the transaction was subject to the review and approval of the Board of Directors without the participation of the director of the Company who was a related party of SensorChem.
About MedMira
MedMira is the leading global manufacturer and marketer of in vitro flow- through rapid diagnostic tests. MedMira’s tests provide reliable, rapid diagnosis in just 3 minutes for the detection of human antibodies in human serum, plasma or whole blood for diseases such as HIV and hepatitis C. The United States FDA and the SFDA in the People’s Republic of China have approved MedMira’s Reveal(TM) G2 and MiraWell(R) rapid HIV tests, respectively.
MedMira’s Reveal(R) G2 and MiraWell(R) rapid HIV tests are currently used in clinical laboratories, hospitals, and clinics where professional counselling and patient treatment are immediately available.
The MiraCare(TM) Rapid HIV Antibody Test, MedMira’s over-the-counter (OTC) product, is available in pharmacies throughout Hong Kong and Macao Special Administrative Regions, in the People’s Republic of China.
MedMira delivers rapid diagnostic solutions to healthcare communities around the globe. Its corporate offices and manufacturing facilities are located in Halifax, Nova Scotia, Canada with a representative office in Guilin, China.
This news release contains forward-looking statements, which involve risk and uncertainties and reflect the company’s current expectation regarding future events. Actual events could materially differ from those projected herein and depend on a number of factors including, but not limited to, changing market conditions, successful and timely completion of clinical studies, uncertainties related to the regulatory approval process, establishment of corporate alliances and other risks detailed from time to time in the company quarterly filings.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this statement. For more information visit MedMira’s website at www.medmira.com.
MedMira Inc.
CONTACT: Dr. James Smith, Investor Relations, Tel: (902) 450-1588, E-mail:ir@medmira.com; Andrea Young, Corporate Communications, Tel. (902)450-1588, Email: ayoung@medmira.com
