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Trading Symbol: AIC.P TSX-V
VANCOUVER, Aug. 25 /CNW/ - Amicus Capital Corp. ("Amicus" or the
"Corporation") announces today that it has agreed to amend the terms of its
Qualifying Transaction with Rainbow Trend Limited ("Rainbow"), which includes
a proposed share consolidation of Amicus' common shares. Amicus is a capital
pool company traded on the TSX Venture Exchange (the "Exchange").
On August 14, 2008, the Corporation entered into a share exchange
agreement with Rainbow, a British Virgin Islands company, and with the
shareholders of Rainbow and others (the "Share Exchange Agreement") pursuant
to which, subject to the approval of the Exchange, the Corporation will
acquire all of the outstanding shares of Rainbow in a reverse takeover of the
Corporation (the "Acquisition"). Rainbow holds a 55.6% equity interest in
Sino-Canada Beijing Polo Biotech Co. Ltd. ("Polo JV"), a Sino-foreign joint
venture organized under the laws of China. Polo Biology Science Park Co. Ltd.
("Polo Biology") holds the balance of the 44.4% equity interest in Polo JV.
Polo JV currently develops and distributes quality health supplements and
personal and home care products in Asia (predominantly in China). Polo JV
operates through a network of retail outlets, managed by licensed agents, for
its products. It is anticipated that the proposed Acquisition will constitute
the Corporation's Qualifying Transaction.
Pursuant to the terms of the Acquisition, after the Corporation's common
shares (the "Common Shares") have been consolidated on a 1 for 0.8666667 basis
(the "Share Consolidation"), the Corporation will acquire from the
shareholders of Rainbow the 50,000 shares of Rainbow currently issued and
outstanding, representing all of the shares of Rainbow. For purposes of the
Acquisition, Rainbow has been valued at $18 million. Based on this valuation,
each Rainbow common share is valued at $360. As consideration, the Corporation
will issue in exchange for each issued Rainbow share, 720 post-consolidated
Common Shares or a total of 36 million post-consolidated Common Shares.
The Corporation will complete a public offering of 7,000,000
post-consolidated Common Shares at a price (the "Offering Price") of $0.50 per
share for gross proceeds of $3.5 million. The Corporation has also granted its
agent an option exercisable in whole or in part within 60 days after closing
to offer for sale up to an additional 1,050,000 post-consolidated Common
Shares for additional gross proceeds of approximately $525,000 (the entire
offering of Common Shares, the "Offering"). The Corporation has retained
Blackmont Capital Inc. as the lead agent for the Offering (the "Agent") and
customary compensation (including agent's warrants to acquire up to 10% of the
shares sold under the Offering) will be paid for the agency services.
Upon the completion of the Share Consolidation, Offering (and assuming
the full exercise of the over-allotment option) and the Acquisition, the
Corporation is expected to have 53,290,000 post-consolidated Common Shares
issued and outstanding (on an undiluted basis).
Subject to obtaining the requisite Chinese government approvals, the
parties have agreed to use the net proceeds of the Offering to increase
Rainbow's percentage ownership of Polo JV up to a maximum of 90%. Until such
Chinese government approvals are obtained, Polo Biology will agree to assign
its distributions and dividends received from Polo JV in excess of the portion
owed to it based on a 10% ownership in Polo JV.
The Corporation currently has 9,000,000 Common Shares issued and
outstanding. Pursuant to the terms of the Acquisition, the Common Shares will
be subject to the Share Consolidation prior to the closing of the Offering
such that the existing shareholders of the Corporation will hold 7,800,000
post-consolidated Common Shares (of which the founders and directors of the
Corporation, Thomas Lamb, John Sutherland, David Ingram, Peter Smith and
Corry Silbernagel, (the "Founders") will hold 2,666,667 post-consolidated
Common Shares) and that the holder of outstanding brokers' warrants will hold
warrants to acquire 433,333 Common Shares at an exercise price of $0.1154 per
share and that the holders of outstanding share options will hold options to
acquire 780,000 Common Shares at an exercise price of $0.1154 per share. No
fractional Common Shares of the Corporation will be issued if, as a result of
the Share Consolidation, a registered Shareholder would otherwise be entitled
to a fractional share. Instead, any fractional Common Shares resulting from
the Share Consolidation will be rounded down to the nearest whole share.
The Corporation currently has 4,000,000 (2,666,667 post-consolidated)
Common Shares held by Thomas Lamb, John Sutherland, David Ingram, Peter Smith
and Corry Silbernagel (the "Founders' Shares"). Subject to the prior consent
of the Exchange and applicable securities laws, immediately prior to the
Acquisition, Thomas Lamb, John Sutherland and Corry Silbernagel will each sell
433,333 post-consolidated Common Shares and David Ingram and Peter Smith will
each sell 216,666 post-consolidated Common Shares (the Founders will sell a
total of 1,733,331 post-consolidated Common Shares) at a deemed price of
$0.1154 (for a value of approximately $200,000) to Qing (Paul) Wu,
Jie (Miranda) Liu and Beach Holding S.à r.l., or their respective nominee,
each of whom will purchase 577,777 post-consolidated Common Shares of the
total 1,733,331 post-consolidated Common Shares sold by the Founders.
The Founders of the Corporation, holding 4,000,000 Common shares, have
also entered into a support agreement with Rainbow in respect of the proposed
Acquisition. Under the terms of the support agreement, the Founders of the
Corporation have agreed, among other things, to vote their Common Shares in
favour of the Acquisition including the Share Consolidation.
A finder's fee equal to 6% of the value of Rainbow will be paid to Evans
& Evans, Inc. or its nominee, at the closing of the Acquisition, of which
two-thirds of the finder's fee will be payable in post-consolidated Common
Shares at a deemed price of $0.50 per share (1,440,000 post-consolidated
Common Shares) and one-third of the finder's fee will be payable in cash
($360,000). The payment of this finder's fee is subject to the approval of the
Exchange and applicable Exchange escrow provisions.
The completion of the Acquisition is subject to a number of conditions
precedent, including without limitation, the approval of the Share
Consolidation, the approval of the Exchange, the completion of the Offering,
the absence of any material adverse effects on the financial and operational
conditions or the assets of the parties, and such other conditions precedent
customary for a transaction such as the Acquisition.
If the Acquisition is not completed on or before December 1, 2008, the
terms of the Share Exchange Agreement will be terminated. The Share Exchange
Agreement also includes a break fee in favour of the Corporation in that if
the Acquisition does not complete on or before December 1, 2008 (or such other
date as may be agreed to by the Corporation and Rainbow) due solely to the
fault of Rainbow, which for this purpose shall be deemed to have occurred if:
(a) Rainbow fails to use reasonable commercial efforts to complete such acts
which are solely within its control to close the Transaction, or (b) there is
a determination made by Rainbow's shareholders or the Polo Biology corporate
group or Polo Biology's shareholders that they will be subject to significant
adverse tax consequences in connection with the Transaction, then Rainbow will
pay to Amicus $540,000 in cash or a lesser amount if required under applicable
policies of the Exchange, and no additional amounts will be owed by Rainbow.
Each of the Corporation and Rainbow will be responsible for the payment of its
own costs and expenses incurred in connection with the Acquisition. The
Corporation will also be responsible for the payment of 50% of the work fee,
sponsorship fee and related costs and expenses of the Agent for the Offering.
Since the Acquisition was negotiated on an arm's length basis by the
parties and is not a "Non Arm's Length Qualifying Transaction" under the
polices of the Exchange, approval of the Acquisition by the Corporation's
shareholders is not required.
Approval of the Share Consolidation
The Corporation has called a special meeting of the Corporation's
shareholders to be held on September 18, 2008 to consider the Share
Consolidation. The Share Consolidation will require the approval of a simple
majority of the votes cast by the Corporation's shareholders, present in
person or represented by proxy and entitled to vote at the special meeting.
If approved, the Share Consolidation is expected to be completed
immediately prior to the completion of the Qualifying Transaction. Management
expects the Corporation's name will be changed to "Polo Biology Global Group
Corporation" upon the completion of the Qualifying Transaction.
Amicus, a capital pool company within the meaning of the policies of the
Exchange, was incorporated in May 2007 and was listed on the Exchange in
December 2007. Amicus does not have any operations and has no assets other
than cash. Amicus' business is to identify and evaluate businesses and assets
with a view to completing a Qualifying Transaction under the policies of the
Trading in the common shares of Amicus has been halted on the Exchange
since April 21, 2008 and will resume trading on the completion of the
Except for statements of historical fact, all statements in this news
release, including, but not limited to, statements regarding future plans,
objectives and payments are forward-looking statements that involve various
risks and uncertainties.
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSX Venture Exchange acceptance and, if
applicable pursuant to TSX Venture Exchange requirements, majority of the
minority shareholder approval. Where applicable, the transaction cannot close
until the required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.
Blackmont Capital Inc., subject to completion of satisfactory due
diligence, has agreed to act as agent, and if required by the TSX Venture
Exchange as sponsor in connection with the transaction. An agreement to
sponsor should not be construed as any assurance with respect to the merits of
the transaction or the likelihood of completion.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward-looking information includes,
among other things, information with respect to Amicus' beliefs, plans,
expectations, anticipations, estimates and intentions, such as Amicus'
acquisition of Rainbow, the change in percentage ownership of Polo JV between
Rainbow and Polo Biology, the completion of a public offering of common shares
by Amicus, Amicus' acquisition of Rainbow shares in exchange for Amicus common
shares, and the activities of Polo JV after the Acquisition. The words "may",
"could", "should", "would", "suspect", "outlook", "believe", "anticipate",
"estimate", "expect", "intend", "plan", "target" and similar words and
expressions are used to identify forward-looking information. The
forward-looking information in this news release describes Amicus'
expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others, risks arising from general economic conditions and
adverse industry events, risks arising from operations generally (such as the
ability to secure raw materials, arrange for manufacture of products on a
timely basis, and maintain an adequate workforce), reliance on contractual
rights such as licences and leases in the conduct of its business, reliance on
independent distributors for sales of product, reliance on key personnel,
adverse publicity concerning product quality or actions of distributors,
consumer complaints, market acceptance of the Polo products, competition for
distributors, the need to protect intellectual property and other proprietary
rights, possible failure of the business model or business plan, fluctuations
in the cost of materials and inventory, fluctuations in the exchange rate,
regulation of offshore or cross-border transactions by the government of
China, competition, environmental matters, and insurance or lack thereof.
Risks associated with doing business in China include risks arising from state
ownership, economic control measures instituted from time to time by China,
governmental intervention and influence over industry, adequacy of
infrastructure, regulations relating to capital projects and quality
standards, foreign investment, repatriation of profits and currency
conversion, income tax, land use rights, appropriation and expropriation,
permits and licences, as well as risks associated with a developing legal
system, shareholder rights and enforcement of judgments. While counsel for
Polo Biology has advised that approval from the CSRC may not be required upon
oral consultation with the CSRC, the CSRC may take a different position and
require approval for the Acquisition under recently adopted cross-border
mergers and acquisitions regulation. Any requirement to obtain Chinese
governmental approvals prior to completion may delay the Acquisition and a
failure to obtain the approvals may create uncertainties for the Acquisition,
limit Amicus' ability to inject capital into Polo JV or otherwise adversely
affect Amicus. Also, the land occupied by the facilities of Polo JV is under a
lease from a rural collective authority, is collectively owned and is
designated for agricultural or township collective enterprise use only. The
grant of industrial land use rights to Polo Biology by the rural collective
authority does not comply with Chinese land administration law and,
accordingly, the land use rights may not be enforceable. Polo Biology and its
principals have undertaken to indemnify Polo JV for any losses suffered as a
result of such irregularities. However, based on (i) the proximity of the
facilities of Polo Biology to numerous other industrial areas and to parts of
Beijing that are highly urbanized and (ii) the rezoning plan for Beijing to be
implemented in the next ten years, management of Polo JV is optimistic that
the Chinese government will not expropriate the land and will permit
industrial use of the land occupied by the Polo Biology facility. Management
also believes that Polo JV would be in a favourable position to obtain the
industrial land use rights through the appropriate legal processes should such
a change occur because of the pre-existing facilities on the land that are
occupied by Polo Biology. Amicus cautions that the foregoing list of material
factors is not exhaustive. When relying on Amicus' forward-looking information
to make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events. Amicus has
assumed a certain progression, which may not be realized. It has also assumed
that the material factors referred to in the previous paragraph will not cause
such forward-looking information to differ materially from actual results or
events. However, the list of these factors is not exhaustive and is subject to
change and there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF AMICUS AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT
PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY
UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE AMICUS MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
For further information:
For further information: Thomas Lamb, Chief Executive Officer,
Telephone: (604) 682-1943, Facsimile: (604) 682-5596, E-mail: