Liponex and ImaSight Announce Definitive Combination Agreement



    OTTAWA and GATINEAU, QC, March 3 /CNW/ - Liponex Inc (TSX:LPX), and
ImaSight Inc., a commercial-stage medical device company marketing an
innovative, cost effective digital radiology solution, announced today that
they have entered into a definitive agreement to combine their respective
businesses. This transaction has been approved by the boards of directors of
both companies.

    The Transaction

    Liponex will acquire all of the issued and outstanding shares of ImaSight
by way of an amalgamation between ImaSight and a wholly owned subsidiary of
Liponex formed for this purpose. Upon completion of the amalgamation,
ImaSight's shareholders will receive an aggregate of 45,313,763 Liponex common
shares (without giving effect to the consolidation referenced below) and,
together with ImaSight optionholders and ImaSight warrantholders who will
exchange their securities for Liponex options and warrants, will hold
securities representing an aggregate of 65% of the fully-diluted share capital
of Liponex following closing.
    "Our board of directors believes this business combination with ImaSight
maximizes the value for our shareholders," said David Evans, Chairman of
Liponex Inc.
    "This combination of businesses will create an integrated biotechnology
company with a pipeline of new opportunities," said John Brooks, CEO of
ImaSight Inc. "This transaction will give us additional financial resources to
advance the development and commercialization of our products."
    Liponex expects to change its name and to consolidate its shares on
closing in a manner to be agreed between the parties. Closing will also
include the election of persons nominated by ImaSight to the Board of
Directors of Liponex and the appointment of John Brooks as CEO of the combined
company. It is anticipated that Liponex will transfer its listing from the
Toronto Stock Exchange to the TSX Venture Exchange as a Tier 2 issuer.
    The agreement provides that in addition to any regulatory or exchange
escrow provisions that may apply, Liponex shares received by ImaSight
shareholders shall be subject to a contractual escrow arrangement that will
include cancellation provisions in the event of certain dilutive corporate
transactions undertaken after closing and pursuant to ImaSight indemnification
obligations under the acquisition agreement.
    A number of ImaSight's largest shareholders, who collectively hold
approximately 57% of ImaSight's issued and outstanding shares, have each
entered into support agreements with Liponex pursuant to which they have
agreed to vote their shares in favour of the transaction. Liponex's CEO Bill
Dickie and its CSO and largest shareholder, Dan Sparks, who collectively hold
approximately 13.4% of Liponex's issued and outstanding shares, have each
entered into a support agreement with ImaSight pursuant to which they have
agreed to vote their shares in favour of the transaction.

    Conditions Precedent and Required Approvals

    Completion of the proposed transaction, currently scheduled for April
2008, is subject to the fulfillment or waiver of various conditions precedent
as more particularly set forth in the acquisition agreement, including the
receipt of audited financial statements of ImaSight, all required third party
consents and all required shareholder approvals and regulatory approvals,
including acceptance for listing on the TSX Venture Exchange. We cannot assure
you that the transaction will be completed as proposed or at all.
    The approval by common shareholders of Liponex voting at an Annual and
Special Meeting, expected to be held in April 2008, will be required in
connection with the transaction, including the issuance of Liponex shares on
the amalgamation, the name change and the consolidation. The approval of
shareholders of ImaSight voting at a shareholder meeting will also be required
in connection with the transaction including shareholder approval of the
amalgamation.
    A copy of the agreement providing for the transaction will be filed with
the Canadian securities regulators. A more detailed description of the
transaction structure and of the two companies will be contained in the proxy
circular that will be mailed to Liponex shareholders. Once mailed, the proxy
circular will be available at www.sedar.com. All shareholders are urged to
read the proxy circular once it is available. Investors are cautioned that,
except as disclosed in the proxy circular 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 Liponex should be considered highly speculative.

    About ImaSight and its Digital Radiography System

    ImaSight markets its patented digital x-ray sensor at a price affordable
to veterinarians and chiropractors. Its hospital grade sensor has been
approved for sale by Health Canada. Further information can be found at
www.imasight.com

    About Liponex and CRD5

    Liponex is a Biopharmaceutical development company developing natural
source products for the treatment of cholesterol and metabolic disease. CRD5,
its lead product, has undergone a number of human clinical trials under
approval of Health Canada's Natural Health Products Directorate with a primary
goal of increasing HDL "good cholesterol".

    This news release contains certain "forward-looking statements" and
"forward-looking information" which may include but is not limited to
statements in respect of Liponex's and ImaSight's future financial position or
operations. Words like "believe", "intend", "may", "expect", "anticipate",
"plan", "should" and other similar expressions are forward-looking statements
that involve a number of risks and uncertainties. By their nature,
forward-looking statements involve numerous factors, assumptions and
estimates. Some but not all of the factors that could cause actual results to
differ materially from those projected in our forward-looking statements
include among others:

    
    -   failure to receive required transaction approvals from Liponex's and
        ImaSight's shareholders;
    -   failure to receive necessary stock exchange listing approvals and/or
        necessary approvals of the Canadian regulatory authorities;
    -   the ability of Liponex and ImaSight to satisfy all of the closing
        conditions to complete the transaction;
    -   market acceptance of ImaSight's technologies and products assuming
        the successful completion of the transaction;
    -   ImaSight's (and, assuming the approval of the arrangement, the
        combined company's) ability to obtain financing in the future,
        financial and technical resources relative to those of its
        competitors, ability to enforce its intellectual property rights and
        protect its proprietary technologies; and
    -   other risk factors identified from time to time in Liponex's (and,
        assuming the approval of the arrangement, the combined company's)
        securities regulatory filings.
    

    For a further description of the principal risks affecting Liponex, see
Liponex's regulatory filings at www.sedar.com. These factors should be
considered carefully and readers are cautioned not to place undue reliance on
such forward looking statements. Although Liponex and ImaSight have attempted
to identify important risks, uncertainties and other factors that could cause
actual results or events to differ materially from those expressed or implied
in the forward looking statements, there may be other factors that cause
actual results or events to differ from those expressed or implied in the
forward-looking statements. All forward-looking statements are qualified in
their entirety by this cautionary statement and neither Liponex nor ImaSight
undertakes no obligation to revise or update any forward-looking statements as
a result of new information, future events or otherwise after the date hereof.

    The TSX does not accept responsibility for the adequacy or accuracy of
    this release.

    %SEDAR: 00022196E




For further information:

For further information: Liponex Inc.: Investor Relations, Michael
Moore, The Equicom Group Inc., (416) 815-0700 ext. 241,
mmoore@equicomgroup.com; ImaSight Inc.: John Brooks, CEO, (819) 777-7979 ext.
223, jbrooks@imasight.com

Organization Profile

LIPONEX INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890