/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
MONTREAL, April 24 /CNW Telbec/ - Adaltis Inc. (TSX: ADS), an
international in vitro diagnostic (IVD) company, today announced its intention
to complete a private placement with selected institutional investors, raising
gross proceeds of US$25 million. Investors participating in the financing are
mainly U.S. institutional investors, although certain strategic shareholders
are also participating in the offering, including the shareholders of Picchio
Pharma Inc., a healthcare investment firm jointly owned by the FMRC Family
Trust of which Dr. Francesco Bellini - the Chairman of the Board of Directors
of Adaltis - is a beneficiary, and Power Technology Investment Corporation, a
subsidiary of Power Corporation of Canada.
Under the terms of the offering, the Company will issue 16,038,572 common
shares at a price of C$1.75 per share and warrants to purchase up to 5,613,498
common shares. Each whole warrant shall be exercisable for a period of
60 months following the closing of the offering and entitle the holder thereof
to acquire one common share at an exercise price of C$2.20 during the term of
the warrant. A maximum of 21,652,070 common shares of the Company may be
issued in connection with this offering, representing 41.5% of the common
shares currently outstanding. The closing of this private placement is
expected to occur on or about May 2, 2007, subject to applicable regulatory
approval and customary closing conditions.
Net proceeds from the sale of the offering will be used for working
capital and general operating purposes.
Lazard Freres & Co. LLC served as sole placement agent for this offering.
"With our state-of-the-art manufacturing facility in Shanghai, China, now
fully operational and with the launch of Eclectica(TM) gaining momentum in new
markets, Adaltis plans to use the proceeds of this offering to continue
executing its strategy to become a leading in vitro diagnostic company in
emerging markets with a specific focus on China. The continued support of our
strategic shareholders in our business plan reflects their confidence and
belief in the future of Adaltis," said Mr. Pierre Larochelle, President and
Chief Executive Officer of Adaltis Inc.
A portion of the offering is being purchased by certain strategic
shareholders of the Company including the shareholders of Picchio Pharma Inc.
and TNG Capital Inc., a holding company owned by Mr. Richard J. Renaud, a
member of the Board of Directors of the Company. Together these shareholders
will subscribe for US$2.5 million of the issue. Upon the issuance of the
additional common shares at the closing of the offering, Picchio Pharma Inc.
and its shareholders will own 16.6% of the common shares outstanding. TNG
Capital Inc., an insider of the Company, currently owns 1,877,938 common
shares of the Company (representing 3.6% of the common shares currently
outstanding). Upon the issuance of the additional common shares at the closing
of the offering, TNG Capital Inc. will hold 2,519,481 common shares (3.7% of
the common shares outstanding following the offering, without taking into
account shares issuable pursuant to the exercise of warrants).
Adaltis intends to provide the Toronto Stock Exchange with written
evidence that holders of more than 50% of its currently outstanding voting
securities are familiar with the terms of the offering, and are in favour of
it, in order to benefit from the exemption set forth in the rules of the
Toronto Stock Exchange from the requirement to hold a special shareholders'
meeting to obtain shareholder approval of the offering that would otherwise be
This press release is not an offer to sell nor the solicitation of an
offer to buy any securities of the Company.
Adaltis is an international in vitro diagnostic company that develops,
manufactures and markets diagnostic systems. It aims to leverage its
experience in Europe to become a leading provider of in vitro diagnostic
products in emerging markets, with a particular focus on China.
With the assistance of its two strategic shareholders, CITIC Pacific
Limited (a large Hong Kong-based conglomerate) and Picchio Pharma Inc. (a
joint venture healthcare investment firm owned by FMRC Family Trust (a trust
of which Dr. Francesco Bellini is a beneficiary), and Power Technology
Investment Corporation, a subsidiary of Power Corporation of Canada), Adaltis
has completed building its manufacturing facility in Shanghai. Now
operational, the production facility manufactures high-quality products in a
low-cost GMP environment, in order to service existing markets in Europe,
while providing a platform to penetrate the high-growth Chinese in vitro
Adaltis is headquartered in Montreal, with offices in China, Hong Kong,
Italy, Germany and Mexico.
Caution Concerning Forward-Looking Statements
Certain statements made in this press release, including but not limited
to, the final terms of the private placement, the participating investors, the
use of proceeds and the closing date, are forward-looking statements and are
subject to important risks, uncertainties and assumptions. The Company
cautions that, by their nature, forward-looking statements involve risk and
uncertainty and the Company's actual actions or results could differ
materially from those expressed or implied in such forward-looking statements.
The forward-looking statements contained in this press release represent the
expectations of Adaltis Inc. and its subsidiaries as at the date hereof and
accordingly are subject to change after such date. However, Adaltis Inc. and
its subsidiaries expressly disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
For additional information with respect to the risks and uncertainties
and other factors that could cause the results or events predicted in these
forward-looking statements to differ materially from actual results or events,
please refer to the Annual Information Form of the Company filed with the
Canadian securities commissions.
For further information:
For further information: Jacques Deforges, Vice President, Finance and
Chief Financial Officer, Adaltis Inc., (514) 335-9922, ext. 245,
firstname.lastname@example.org; Eddy Miller, Director, Investor Relations,
Adaltis Inc., (514) 335-9922 ext. 257, email@example.com