ILJIN Life Science Co., Ltd. - Acquisition of additional securities of Aurinia Pharmaceuticals Inc.

SEOUL, Korea, Nov. 13, 2013 /CNW/ - ILJIN Life Science Co., Ltd. ("ILJIN Life Science") announces pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues that it has acquired, along with ILJIN Semiconductor Co., Ltd. ("ILJIN Seminconductor" and together with ILJIN Life Science, "ILJIN"), a related party and joint actor of ILJIN Life Science, ownership and control, through a series of private placements and completion of a plan of arrangement (the "Arrangement") between Isotechnika Pharma Inc. ("Isotechnika") and Aurinia Pharmaceuticals Inc. ("Old Aurinia"), of an aggregate of 164,001,360 additional Common shares (the "Additional Shares") and 21,111,111 Common share purchase warrants (the "Warrants" and together with the Additional Shares, the "Additional Securities") in the capital of Aurinia Pharmaceuticals Inc. (formerly Isotechnika) ("Aurinia").

Prior to the acquisition of the Additional Securities, ILJIN Life Science had ownership and control over 24,000,000 Common shares in the capital of Isotechnika (now Aurinia), being approximately 12.44% of Isotechnika's issued and outstanding Common shares at that time.  As a result of the acquisition of the Additional Securities, immediately prior to the 50:1 consolidation of Aurinia's shares which became effective on October 23, 2013 (the "Share Consolidation"), ILJIN had ownership and control of an aggregate of 188,001,360 Common shares in the capital of Aurina (183,556,916 held by ILJIN Life Science and 4,444,444 held by ILJIN Semiconductor), representing approximately 30.39% of Aurinia's issued and outstanding Common shares, and 21,111,111 Warrants (16,666,667 held by ILJIN Life Science and 4,444,444 held by ILJIN Semiconductor) or approximately 32.68% of Aurinia's Common shares assuming full exercise of all of the Warrants held by ILJIN and that no other convertible securities of Aurinia are converted are exchanged.

Following completion of the Share Consolidation by Aurinia, ILJIN now has of an aggregate of 3,760,027 Common shares in the capital of Aurina (3,671,138 held by ILJIN Life Science and 88,889 held by ILJIN Semiconductor), representing approximately 30.39% of Aurinia's issued and outstanding Common shares, and 422,222 Warrants (333,333  held by ILJIN Life Science and 88,889 held by ILJIN Semiconductor) or approximately 32.68% of Aurinia's Common shares assuming full exercise of all of the Warrants held by ILJIN and that no other convertible securities of Aurinia are converted are exchanged.

Details with respect to the acquisition by ILJIN of the Additional Securities are as follows:

  • On June 26, 2013, ILJIN Semiconductor acquired 4,444,444 units of Isotechnika at a price of $0.045 per unit pursuant to a private placement (the "First Unit Offering"), each unit comprising one Common share in the capital of Isotechnika and one Warrant exercisable for one Common share in the capital of Isotechnika at an exercise price of $0.05 for a period of five years from June 26, 2013.  As a result of the First Unit Offering ILJIN Semiconductor acquired ownership and control of a total of 4,444,444 Common shares and 4,444,444 Warrants, representing 2.06% of Isotechnika's issued and outstanding Common shares immediately following closing of the First Unit Offering (approximately 13.20% of Isotechnika's issued and outstanding Common shares when combined with the Common shares owned and controlled by ILJIN Life Science).

  • On September 20, 2013, pursuant to the closing of the Arrangement between Isotechnika and Old Aurinia, ILJIN Life Science acquired ownership and control of an additional 126,223,583 Common shares (the "Arrangement Shares") in the capital of Aurinia, being the resulting company following completion of the Arrangement.  The Arrangement Shares were issued to ILJIN Life Science from treasury at a deemed price of $0.045 per Common share pursuant to the terms of the Arrangement.  Immediately following completion of the Arrangement, ILJIN Life Science owned and controlled approximately 31.02% of Aurinia's issued and outstanding Common shares (31.93% of Aurinia's issued and outstanding Common shares when combined with the Common shares owned and controlled by ILJIN Semiconductor).  Consideration for the Arrangement Shares was partially Common shares of Old Aurinia held by ILJIN Life Science prior to the Arrangement and partially the settlement of certain legal matters relating to licensing arrangement between ILJIN Life Science, Old Aurinia and Isotechnika, including the transfer of certain intellectual property rights from ILJIN Life Science to Aurinia (the "Settlement").

  • On September 20, 2013, ILJIN Life Science acquired 33,333,333 units of Aurinia at a price of $0.045 per unit pursuant to a private placement (the "Second Unit Offering"), each unit comprising one Common share in the capital of Aurinia and one half  Warrant, each whole Warrant exercisable for one Common share in the capital of Aurinia at an exercise price of $0.05 for a period of three years from September 20, 2013.  As a result of result of the Second Unit Offering, ILJIN Life Science acquired ownership and control of a total of 33,333,333 Aurinia Common shares and 16,666,667 Warrants, representing approximately 5.39% of Aurinia's issued and outstanding Common shares immediately following closing of the Second Unit Offering (approximately 30.39% of Aurinia's issued and outstanding Common shares when combined with the Common shares owned and controlled by ILJIN Semiconductor).

For additional information with respect to the First Unit Offering, the Arrangement, the Second Unit Offering and the series of transactions between Isotechnika, Old Aurinia and ILJIN, including the Settlement, please refer to Isotechnika's information circular dated July 19, 2013 which was mailed to Isotechnika shareholders in connection with the approval of the Arrangement and is available under Aurinia's profile on SEDAR at www.sedar.com.

The Additional Securities were acquired by ILJIN for investment purposes. Such investment will be reviewed by ILJIN on a continuing basis and such holdings may be increased or decreased in the future.  ILJIN may acquire additional ordinary shares of Aurinia, privately or otherwise, as the circumstances or market conditions warrant.

A copy of the early warning report relating to this transaction is available under Aurinia's SEDAR profile at www.sedar.com

For more information on ILJIN or to obtain a copy of the early warning report please contact Shin Il Lee at 82-2-707-9627.

Neither the 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. 

SOURCE: ILJIN Life Science Co., Ltd.

For further information:

Woo Young Choi
Executive Managing Director
ILJIN Life Science Co., Ltd.
ILJIN Building, 50-1
Dohwa-Dong, Mapo-Gu
Seoul   121-716
Korea

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ILJIN Life Science Co., Ltd.

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