SQI Diagnostics Announces Amendment to Acquisition Agreement for Proposed Acquisition of Scienion AG
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TORONTO, Sept. 27, 2011 /CNW/ - SQI Diagnostics Inc. ("SQI" or the "Company") (TSX-V: SQD), a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announced that it has entered into an amending agreement which amends its acquisition agreement dated as of June 30, 2011 to acquire all of the share capital of Scienion AG, a German-based microarray manufacturing equipment and microarray print and development services company.
The amending agreement changes the date the acquisition agreement may be terminated from September 30, 2011 to October 5, 2011. Subject to regulatory approval, including TSXV approval, in consideration of the change to the termination date, SQI has agreed to issue an additional 173,797 common shares in the capital of SQI to the Scienion vendors.
The closing of the transaction is subject to a number of customary closing conditions and regulatory approvals, and is subject to financing. The Scienion vendors include: Peppermint Holding GmbH; Peppermint Venture Capital GmbH & Co. KG; Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V.; S-Venture Capital Dortmund GmbH; NRW.BANK Venture Fonds GmbH & Co. KG; IBB Beteiligungsgesellschaft mbH; KfW, Anstalt des öffentlichen Rechts; VC Fonds Berlin GmbH; S-Capital Dortmund GmbH & Co. KG; and certain other individuals.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered may not be offered or sold within the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or pursuant to an applicable exemption from the registration requirements thereof.
Scienion AG provides systems and services for the contact-free printing of biological and chemical agents for human diagnostics, pharmaceutics, veterinary, plant and food analytics and research. Scienion provides flexible off the shelf solutions for research and development and customized solutions for production purposes. Scienion has leading technology in the area of ultra low volume liquid handling, particularly for the handling of precious and sensitive compounds of biological or chemical origin. Scienion's dispensers allow for contact-free and precise drop spotting in the pico- to nano-liter range and are suited for microarray based analytics - as for tests with DNA, oligonucleotides, peptides, proteins, antibodies, glycans or for dispensing cells onto various carriers. For more information, please visit www.scienion.de. The contents of the website are specifically not incorporated by reference in this press release.
About SQI Diagnostics
SQI Diagnostics is a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics. The Company's proprietary microarray tests and fully-automated systems are designed to simplify protein and antibody testing workflow, increase throughput, reduce costs and provide excellent data quality. For more information, please visit www.sqidiagnostics.com. The contents of the Company's website are specifically not incorporated by reference in this press release.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "in the process" 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, our expectations regarding the completion of the proposed acquisition of Scienion AG, including obtaining the necessary financing and regulatory approvals, assuming the completion of the proposed acquisition, the integration of the businesses of SQI and Scienion, the Scienion business being less profitable than expected, potential undisclosed liabilities associated with the proposed acquisition, exchange rates fluctuations and interest rates fluctuations, general economic and market segment conditions, competitor activity, technology changes, regulatory approvals and international risk and currency exchange. More specific risks include that SQI management will not be able to integrate the two businesses, or that the entities will not realize some or all of the expected synergies set out above or other synergies expected by management due to incompatibilities in the merging business, the inability of management to bring about such synergies or a changing business environment rendering such synergies inadvisable or uneconomical. After integrating the businesses, the suite of product and service offerings may not perform as expected if shifting demand moves in a direction away from the expected business model of the merged entity, if competitors are able to take market share away from the merged entity or if changing technology adversely impacts the merged businesses. In addition, while the Company expects Scienion's customers to continue and expend their relationship with the merged entity, there can be no assurance that such relationships will continue as expected, if at all. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these 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 securities laws.
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.
For further information:
| Chief Financial Officer |
416.674.9500 ext. 229
| Media and Investor Relations |
416.815.0700 ext. 225