CALGARY, Canada, July 31 – SemBioSys Genetics Inc. (“SemBioSys”) (TSX:SBS) has completed the previously announced transaction with its wholly-owned subsidiary, Botaneco Specialty Ingredients Inc. (“Botaneco”) and Avrio Ventures Limited Partnership (“Avrio”) for the purpose of amending the capital structure of Botaneco to facilitate discussions that are underway related to a potential transaction between Botaneco and an independent third party (the “Third Party Transaction”). Under the terms of the agreement:
• SemBioSys has sold all of the issued and outstanding common shares of Botaneco to Avrio for nominal consideration.
• SemBioSys has secured a 20% equity interest (on a fully converted basis) in Botaneco in consideration for the cancellation of the $5 million principal amount in convertible debentures issued by Botaneco to SemBioSys. If a specified third party transaction occurs with respect to Botaneco, SemBioSys will be entitled to receive an interest in the reorganized entity immediately following completion of the transactions based on this 20% equity interest in Botaneco.
• The terms of the outstanding convertible debenture issued to Avrio by Botaneco have been amended to remove all automatic conversion provisions and to provide for conversion, at the option of Avrio at a conversion price of $0.2917.
“This transaction simplifies Botaneco’s capital structure and removes Botaneco’s assets and significant liabilities from SemBioSys’ consolidated balance sheet going forward,” said James Szarko, President and CEO of SemBioSys. “This transaction clearly signifies our increasing focus on plant-produced Apo AIMilano and biosimiliar human insulin as the key drivers of our core business.”
The Third Party Transaction under discussion would provide Botaneco with additional capital to expand its business and would broaden the product portfolio of Botaneco. While Botaneco intends to complete the Third Party Transaction, there can be no assurance at this time that Botaneco will complete the Third Party Transaction.
About SemBioSys
Calgary, Alberta-based SemBioSys is a world leader in manufacturing high-value proteins and oils in plant seeds. With its unique proprietary platform, SemBioSys provides partners with product enablement, exceptionally low cost and unprecedented scalability. The Company applies this platform with high selectivity to opportunities where it has a unique competitive advantage. Since its inception, SemBioSys has produced more than 50 non-native proteins and oils using its patented seed technology, demonstrating applicability across a broad range of industries such as pharmaceuticals, personal care and industrial products. 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, “will”, “intend” 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. These forward-looking statements involve risks and uncertainties including, but not limited to, the interest which SemBioSys will receive in an entity resulting from the Third Party Transaction, the completion of the Thrid Party Transaction and other risks detailed from time-to-time in the Company’s ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. 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.
