NORTH VANCOUVER, BC, Aug. 8 /CNW/ - Chromos Molecular Systems Inc.
("Chromos" or the "Company") announced today that the Supreme Court of British
Columbia has issued an interim order (the "Interim Order") dated August 8,
2008 in connection with the previously announced proposed plan of arrangement
(the "Arrangement") involving, among others, the Company, Calyx Bio-Ventures
Inc. ("Calyx"), a wholly-owned subsidiary of Chromos, and Modatech Systems
Inc., pursuant to which, among other things, Calyx will be the holder of all
Chromos' assets, property and undertaking, together with additional cash of
$2.35 million (before taking into account certain expenses relating to the
transaction), and the shareholders of Chromos will hold all of the issued and
outstanding shares of Calyx.
The Interim Order provides for the calling of a special meeting of
shareholders of Chromos to consider the Arrangement (the "Meeting"). Subject
to the approval of the shareholders at the Meeting and the satisfaction or
waiver of the other conditions precedent to the arrangement, including all
regulatory approvals being obtained or concluded, the hearing in respect of
the final order to approve the Arrangement is currently scheduled to take
place on September 11, 2008, with completion of the transaction anticipated to
be before the end of September 2008.
The Meeting will be held on September 9, 2008 in the Main Boardroom at
the offices of Fasken Martineau DuMoulin LLP, 2900 - 550 Burrard Street,
Vancouver, British Columbia, V6C 0A3 at 10:00 a.m. Shareholders of record as
of July 14, 2008 will be entitled to attend and vote at the Meeting.
Chromos confirmed today that, later this week or early next week, it will
be mailing to its shareholders the notice of the Meeting and a Management
Information Circular (the "Circular") in respect of the Meeting. The notice of
Meeting and Circular will also be available at www.sedar.com under Chromos'
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. Such forward-looking
statements or information include, without limitation, statements or
information about the timing and success of application to obtain approvals
required with respect to the Arrangement, and the listing of the shares of
Calyx Bio-Ventures Inc. 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. Such factors include amongst others the risks and uncertainties
involved in satisfying the conditions to close the Arrangement. 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)
985-7100, Email: email@example.com