NORTH VANCOUVER, BC, Oct. 22 /CNW/ - Calyx Bio-Ventures Inc. ("Calyx" or
the "Company") announced that, effective today, it has completed a plan of
arrangement (the "Arrangement") involving, among others, the Company, Chromos
Molecular Systems Inc. ("Chromos", the former parent of Calyx) and Modatech
Systems Inc. ("Modatech").
Pursuant to the Arrangement and related transactions, Calyx has acquired
all of the assets, property and undertaking of Chromos, together with
additional cash of $2.35 million (before taking into account certain expenses
relating to the transaction). In particular, Calyx now owns all of Chromos'
intellectual property and all of the outstanding shares of Chromos'
subsidiaries, as well as 29% of the outstanding shares of Agrisoma Biosciences
Inc. As part of the Arrangement, all liabilities and obligations of Chromos
were transferred to Calyx, and Calyx became solely responsible for such
liabilities and obligations.
Under the terms of the Arrangement, the former shareholders of Chromos
will receive (a) one common share of Calyx for every 10 common shares of
Chromos, and (b) one Class A voting preferred share of CHR Investment
Corporation, an entity formed by the amalgamation of Modatech and 0828688 B.C.
Ltd. as part of the Arrangement, for every common share of Chromos. The
preferred shares are entitled to an annual cumulative dividend of 6% per year
of the retraction price and are retractable by the holder at any time after
August 31, 2013 at a price of $0.056401 per share, for an aggregate retraction
price of $500,000 to the shareholders of Chromos, plus dividends accrued up to
such date. CHR Investment Corporation has an equity investment in Markham
Ventures Partnership, which owns a commercial income producing property,
Market Village Mall, located in Markham, Ontario.
The Company's common shares are expected to commence trading on the TSX
Venture Exchange on or about October 27, 2008 or shortly thereafter.
Certain statements in this news release may contain "forward-looking
statements" or "forward-looking information" within the meaning of applicable
securities legislation Often, but not always, forward-looking statements or
information can be identified by the use of words such as "plans", "expects"
or "does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes"
or variations of such words and phrases or words and phrases that state or
indicate that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. With respect to
forward-looking statements and information contained herein, we have made
numerous assumptions. Although our management believes that the assumptions
made and the expectations represented by such statements or information are
reasonable, there can be no assurance that a forward-looking statement or
information herein will prove to be accurate. Forward-looking statements and
information by their nature are based on assumptions and involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Should one or more of these risks
and uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may vary materially from those described in
forward-looking statements and information.
Although we have attempted to identify factors that may cause actual
actions, events or results to differ materially from those described in
forward-looking statements and information, there may be other factors that
cause actual results, performances, achievements or events to not be as
anticipated, estimated or intended. Also, many of the factors are beyond our
control. As actual results and future events could differ materially from
those anticipated in such statements and information, readers should not place
undue reliance on forward-looking statements or information. Except as may be
required by law, we undertake no obligation to publicly update or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise. All forward-looking statements and
information made herein are qualified by this cautionary statement.
For further information:
For further information: Roger Flowerdew, CA, CEO and President, (604)