TORONTO, June 13, 2012 /CNW/ - Biovest Corp. I ("Biovest") (TSXV: BVC.P), a Capital Pool Company, is pleased to announce it has
entered into a letter of intent on June 12, 2012 with Magor
Communications Corp. ("Magor") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of Magor will be
exchanged for securities of Biovest. The Transaction is intended to
constitute the Qualifying Transaction of Biovest as such term is
defined in Policy 2.4 of the Corporate Finance Manual of the TSX
Venture Exchange (the "Exchange").
Magor was incorporated as a Canadian corporation on June 8, 2007, and
has its registered head office at 350 Terry Fox Drive, Suite 300,
Ottawa, Ontario. Magor has developed an industry-leading software
centric Visual Collaboration solution that seamlessly integrates
desktop sharing and other collaborative tools/devices such as
whiteboards with real time High Definition Video ("HD Video"). The result, compared to traditional video conferencing systems is a
visual collaboration experience that significantly increases
participant interaction and productivity during remote sessions - while
lowering both capital and operational costs.
Magor recognized that traditional/aging, hardware centric video
conferencing architectures - that tied participation to a "meet on the
bridge", scheduled workflow model - would not be capable of supporting
the emerging and growing need for the explosion of video within the
enterprise. As the use of video becomes pervasive, not only in
boardrooms but into the desktop, mobile and cloud environments, users
are demanding support for a more ad-hoc, tacit interaction model that
focuses on people collaborating rather than just presentation over
video conferencing. Extending video to this market also requires
considerably lower capital (video sites and infrastructure) and
operational costs (bandwidth and administration) than current video
architectures can provide.
Magor's Visual Collaboration solution was therefore designed to address
this changing environment and the requirement to support the migration
of traditional video conferencing to a software centric, switched
architecture that removes the need for centralized infrastructure
(Multipoint Control Unit - MCU) to support multipoint sessions. The
Magor solution is also designed to run on commercial IT hardware
(PC/Servers), rather than proprietary hardware. Magor's innovative
video coding optimizes HD Video over standard IP networks, eliminating
the high costs of engineered networks required by traditional codecs
for HD Video. Collaboration is accomplished in native resolution with
full two-way editing capabilities, core requirements for advanced
applications such as those found in Health Care.
The market for Magor's Visual Collaboration solutions is characterized
by any company or operation that requires remote interactions; both
within the business and from business-to-business. The more important
and real-time those interactions are, the stronger the need for Magor's
solutions. This includes medium and large enterprises as well as most
government departments and many other vertical market users.
Telemedicine and Health Care in general is a particularly important
market segment for Magor. Small enterprises with a need for remote
office interactions will also see strong returns on this investment.
Primary vertical markets, other than government and health care,
include education, financial, accounting, engineering and legal. As
such, the market for Magor's Visual Collaboration solutions are global
and Magor has established channels to support this global effort.
The management team of Magor includes Sir Terry Matthews (Chairman),
Michael Pascoe (President and Chief Executive Officer), Ken Davison
(Vice President of Sales and Marketing), Dan Rusheleau (Chief
Technology Officer) and Sherwin Sim (Vice President of Research and
Development). All members of the management team bring tremendous
experience in their respective fields.
To date, Magor has raised approximately $19,000,000 in order to fund the company through the development phase. Magor is now
working on commercializing Magor's Visual Collaboration solutions and
it is anticipated that the revenues will continue to increase as
systems are deployed.
The Qualifying Transaction
Subject to regulatory approval, Biovest will acquire all of the
currently issued and outstanding securities of Magor (including
convertible securities) by issuing corresponding securities of Biovest
to the security holders of Magor, at deemed issuance prices and
exchange ratios to be determined amongst the parties.
The proposed Qualifying Transaction constitutes an arm's length
transaction, and as such, will not require approval by the shareholders
In connection with the Qualifying Transaction, a private placement will
be completed by Magor (with gross proceeds to be determined). Net
proceeds of this issuance will be used to finance working capital for
production and deployment of Magor's Visual Collaboration solutions and
further development of sales and marketing initiatives. The securities
issued under the Private Placement will be exchanged into corresponding
securities of Biovest pursuant to the terms of the Qualifying
The Transaction is conditional upon, among other things: (i) receiving
all necessary regulatory and third party approvals and authorizations;
(ii) finalizing the value of Magor and the resulting deemed issuance
price and securities exchange ratios of the securities to be issued by
Biovest in exchange for the securities of Magor; (iii) completion of
the Private Placement; (iv) the receipt and satisfaction of Biovest
with the financial statements of Magor; (v) receipt of an independent
valuation of Magor, if required by the Exchange; (vi) approval of the
Transaction by each of the board of directors of Biovest and Magor;
(vii) confirmation of no material adverse change having occurred for
either entity prior to closing; (viii) completion of a definitive
agreement setting forth the terms and conditions for the closing of the
Transaction; (ix) completion of due diligence satisfactory to each
party; and * completion of a sponsorship report satisfactory to the
Exchange (or waiver by the Exchange of that requirement).
The Board of Directors of the resulting issuer immediately upon
completion of the Qualifying Transaction will be determined upon
agreement of the parties.
Biovest intends to issue a further press release providing additional
details regarding the Qualifying Transaction at a later date.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to 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 highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release.
SOURCE Biovest Corp. I
For further information:
About Biovest, please contact Dr. Calvin Stiller, Chairman and CEO, at (519) 858-1582 or by email at firstname.lastname@example.org. For further information about Magor, please contact Mike Pascoe, President and CEO, at (613) 686-1731 or by email at email@example.com.