Advitech to merge its activities with Botaneco Specialty Ingredients Inc.
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TSX VENTURE EXCHANGE: AVI
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
It is expected that the closing of the transaction will occur on or around
"Part of Advitech's stated growth strategy has been the pursuit of strategic merger and acquisition opportunities that would facilitate growth and expansion into new markets through the addition of products and distribution channels. The joining of Advitech with Botaneco is a significant milestone allowing us to develop, manufacture and market a comprehensive range of proprietary ingredients and formulations clinically proven to be safe and effective for improving skin health and well being. We also intend to pursue the mergers and acquisitions strategy to broaden the product portfolio and distribution network envisioned for the new company" said Renaud Beauchesne, executive Chairman of Advitech.
"We are excited about future growth opportunities that lie ahead of this merger of activities of Advitech and Botaneco", said Aki Georgacacos, Managing Director of Avrio. "With its comprehensive product portfolio targeting skin appearance and health, the combination of Advitech and Botaneco will create a new company poised to establish a strong presence in the marketplace. The expected synergies alongside long term financial commitments from the company's financial partners will position the business as the industry leader in providing natural efficacious solutions to improve skin health and appearance".
Prior to or concurrent with the completion of the transaction, the Corporation's share capital will be consolidated on a eight for one basis (the "Consolidation"), such a consolidation having been authorized at the annual and special shareholders' meeting held in
Advitech will also concurrently complete an equity financing of
As part of the transaction with Botaneco and the equity financing, Advitech and AgeChem have agreed, subject to the approval of the TSX Venture Exchange and of Advitech's disinterested shareholders, as may be required, to have the 58,083,333 common share purchase warrants currently held by AgeChem, the value of which has been valued at a total of
Upon completion of the proposed transaction and of the concurrent financing, the principal shareholders of Advitech will be Avrio, holding 41.76%, and AgeChem, holding 21.73%, of all issued and outstanding common shares and it is contemplated that the Board of Directors of Advitech will consist of seven directors, of which two would be proposed by AgeChem and two by Avrio.
The Resulting Entity --------------------
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.
Botaneco financial highlights -----------------------------
The following table comprises data from the consolidated financial statements of Botaneco for the year ended
Year ended Six-month period Statements of Loss December 31, 2008 ended June 30, 2009 ($CND) (audited) (unaudited) Total Revenues 611,577 337,300 Gross margin (190,455) (151,442) Operating expenses 2,774,952 1,723,859 Amortization 749,997 398,075 Interest and exchange loss 858,408 769,505 Net Loss (4,573,812) (3,042,881) As at As at Balance sheet December 31, 2008 June 30, 2009 ($CND) (audited) (unaudited) Current assets 3,926,626 2,196,844 Property and equipment 2,855,580 2,585,379 Current liabilities 860,464 3,307,564 Convertible debentures 6,639,283 4,606,493 Long-term debt 1,543,184 2,111,534 Shareholders' Deficiency (2,260,725) (5,243,368) Pro forma financial highlights ------------------------------
For information purposes, the financial information for the combined entities is hereunder presented on a pro forma basis, prepared by the management of Advitech and Botaneco using the financial statements of Botaneco and Advitech for the 6-month period ended
Year ended Six-month period Statements of Loss December 31, 2008 ended June 30, 2009 ($CND) (unaudited) (unaudited) Total Revenues 1,674,899 652,589 Gross margin 379,903 15,225 Operating expenses 4,492,486 2,440,966 Amortization 791,469 421,872 Interest and exchange loss 613,368 365,399 Net Loss (5,517,420) (3,213,012) As at As at Balance sheet December 31, 2008 June 30, 2009 ($CND) (unaudited) (unaudited) Current assets 7,471,886 5,778,513 Property and equipment 2,904,613 2,630,317 Goodwill and intangible assets 314,285 2,648,405 Current liabilities 1,632,065 1,200,569 Convertible debentures 1,620,730 26,980 Long-term debt 1,978,761 2,467,353 Shareholders' Equity 5,459,228 7,362,333 ABOUT ADVITECH --------------
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. More information is available and can be accessed at www.advitech.com.
ABOUT BOTANECO SPECIALTY INGREDIENTS INC. -----------------------------------------
Botaneco is the global developer and marketer of innovative Oleosome-based ingredients to the personal care and OTC topical markets. As a technologically driven provider of high performance, proprietary Oleosome-based ingredients, Botaneco is committed to developing innovative ingredients that offer multifunctional, tangible and documented benefits to both formulators and consumers. Botaneco's head office and manufacturing facility is located in
ABOUT AGECHEM -------------
The AgeChem Venture Fund L.P. is currently investing in companies developing therapeutics targeting age-related diseases. The range of diseases and chronic conditions associated with aging provides a breadth of attractive investment opportunities. AgeChem's principals have been active in the healthcare sector for over 15 years having made investments in several private and public entities. In addition to AgeChem, some of the principals are also managing the GeneChem Technologies Venture Fund L.P. and the GeneChemTherapeutics Venture Fund L.P. (www.genechem.com).
ABOUT AVRIO -----------
Avrio Ventures Limited Partnership is one of Canada's leading venture capital funds focused on investing in commercialization to growth stage companies developing food and/or agricultural technologies that address global challenges in the areas of health, wellness and sustainability. Avrio's portfolio includes a number of investments in the food processing, natural personal care and natural industrial products sectors. Avrio is a limited partnership created under the laws of Ontario, which is managed by its general partner, Avrio Ventures General Partner Ltd. The Avrio team also manages FCC Ventures, a fund focused on the agricultural sector. For more information about Avrio, visit www.avrioventures.com.
ABOUT SEMBIOSYS ---------------
SemBioSys, a corporation incorporated under the laws of
This press release contains forward-looking statements, which reflect the Corporation's current expectations regarding future events. The forward- looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
%SEDAR: 00021006EFFor further information: Christian Labbé, Vice-President and Chief Financial Officer, Advitech Inc., (418) 686-7498, ext. 227, firstname.lastname@example.org