Victhom and Otto Bock sign partnership agreement to establish joint venture for Neurobionix activities



    Concurrent restructuring of outstanding convertible debentures of Victhom
    to be completed by way of plan of arrangement

    QUEBEC, April 30 /CNW Telbec/ - Victhom Human Bionics Inc. ("Victhom",
TSX: VHB) and Otto Bock HealthCare GmbH ("Otto Bock") announced today the
execution on April 29, 2009 of a partnership agreement to establish a joint
venture to develop and commercialize products currently being developed by
Victhom's Neurobionix division.
    The objective of this joint venture is to bring to market Victhom's
neuromodulation product, the Neurostep(R) System for the treatment of gait
disorders (e.g., foot drop). This joint venture intends to combine Victhom's
unique state-of-the-art technology with the extensive expertise and worldwide
distribution network of Otto Bock, a world leader in prosthetic and orthotic
components, mobility and rehabilitation products.
    As part of this transaction, Victhom will transfer all of the assets of
its Neurobionix division to a newly created vehicle (the "JV") concurrent with
a total equity investment by Otto Bock of CAN$ 30 million in the JV. The
initial investment by Otto Bock will amount to CAN$ 12.5 million and will
result in the JV being owned, upon closing of this transaction, 55.6% by Otto
Bock and 44.4% by Victhom. The partnership agreement also provides for
additional equity contributions by Otto Bock of CAN$ 17.5 million over the
next 2 1/2 years that will be mainly used to fund the development of the
Neurostep(R) System but also the development of products in other indications.
    As a concurrent condition to the transaction with Otto Bock, Victhom will
implement, by way of plan of arrangement under the Canada Business
Corporations Act, the conversion of its 7% convertible debentures in the
capital amount of CAN$ 18,354,000 maturing in March 2010 into a newly created
class of preferred shares, on the basis of 12.5 preferred shares
(pre-consolidation) per dollar of capital converted, and the consolidation of
its common shares on a 10 for 1 basis. The transfer of the assets of the
Neurobionix division will also be implemented by way of the plan of
arrangement.
    Victhom expects to hold separate debenture holder and shareholder
meetings in early June to obtain certain required approvals for the
above-mentioned plan of arrangement as well as the creation of the JV. Further
details on the plan of arrangement and the transaction with Otto Bock will be
provided in an information management circular expected to be distributed to
its shareholders and debenture holders by mid-May. In addition to debenture
holders and shareholders approvals, implementation of the JV transaction and
the plan of arrangement is subject to approval by the Court under the Canada
Business Corporations Act and receipt of all necessary regulatory and stock
exchange approvals.
    The principal debenture holders and shareholders have executed support
agreements with Victhom and Otto Bock whereby they agreed to vote in favor of
the transaction with Otto Bock and the concurrent implementation of the plan
of arrangement.
    The board of directors of Victhom is recommending to both the
shareholders and the debenture holders to support the transaction as it will
provide Victhom with the opportunity to develop its technologies under new
parameters providing a stronger financial base for the future.
    Mr. Normand Rivard, Acting President and CFO of Victhom, said: "We are
tremendously enthusiastic with the prospect of teaming up with Otto Bock, the
world leader in the field of mobility. This partnership is designed to exploit
the great potential of our unique Neurobionix technology platform incorporated
in the Neurostep. The combination of our technology know-how and Otto Bock's
worldwide market knowledge will give us a tremendous edge in bringing this
much needed solution to gait patients throughout the world. The interest from
Otto Bock is a validation for us of what we have accomplished in the last few
years.
    "We are going to bring scientific expertise and our global network into
the partnership and gradually continue our financial commitment. Our joint
venture with Victhom's Neurobionix division will strengthen our research and
development activities in neurostimulation over the long term. As a growing
global medical technology company, Otto Bock HealthCare has the strength to
ensure that the developments and products in our product range will reach
successfully the global healthcare markets and increase the quality of life of
the patients in their daily life", says Hans Georg Näder, President and CEO of
Otto Bock HealthCare, explaining the activity.
    Further information about the proposed transaction and the terms and
conditions of the concurrent plan of arrangement will be available on SEDAR
(www.sedar.com).

    Update on Filing of Annual Disclosure Documents

    In accordance with NP 12-203 and as previously announced, Victhom had
voluntarily requested that the Autorité des marchés financiers and other
Canadian securities regulatory authorities issue a temporary order that
prohibits certain directors, officers and insiders of Victhom from trading in
securities of Victhom for as long as the annual financial statements, CEO and
CFO certifications, and related MD&A and AIF are not filed (the "Management
Cease Trade Order").
    Following the above announcement, which constitutes a material change
respecting Victhom and its activities, Victhom anticipates that the release of
its annual financial statements, CEO and CFO certifications and related MD&A
and AIF will occur in the next few days and that Victhom will apply to
relevant authorities afterwards to request the revocation of the Management
Cease Trade Order.

    About Victhom

    Victhom discovers, develops and manufactures bionic devices involved in
the treatment of a variety of physical and physiological dysfunctions.
Victhom's Neurobionix division focuses on the development and
commercialization of technologies and products involving implantable devices
that feature neurosensing and neurostimulation components, integrated with
artificial intelligence. Victhom's Biotronix division develops biomechatronic
products to support or replace peripheral limbs in what is known as the
orthotics and prosthetics market.

    About Otto Bock

    Otto Bock HealthCare is a global market leader in prosthetics and is on a
steady growth course thanks to its leading technology for people. The company
has been owner-managed ever since it was founded in 1919. With headquarters in
Duderstadt, Germany, Otto Bock HealthCare has subsidiaries in 40 countries and
employs 4,000 people around the world. In 2008, the company's sales reached
(euro)479 million, representing a currency-adjusted growth of 9.2%.
    The company has been active in the North American market since 1958, when
Otto Bock USA subsidiary was founded in Minneapolis. Otto Bock HealthCare has
also been represented in Canada through its Toronto subsidiary since 1978.
    The company has a global infrastructure in the field of neurostimulation
and offers sales, services and medical consulting. Vienna, Austria is a key
neurostimulation research platform for Otto Bock HealthCare. The company is
headed by President and CEO Professor Hans Georg Näder.

    FORWARD-LOOKING STATEMENTS

    Some of the statements made herein may constitute forward-looking
statements. These statements relate to future events or our future financial
performance and involve known and unknown risks, uncertainties and other
factors that may cause Victhom's actual results, performance or achievements
to be materially different from those expressed or implied by any of Victhom's
statements. Actual events or results may differ materially. We disclaim any
intention, and assume no obligation, to update these forward-looking
statements.




For further information:

For further information: about Victhom: Normand Rivard, Acting President
& CFO, Victhom Human Bionics Inc., (418) 872-5665, Fax: (418) 872-6926,
normand.rivard@victhom.com; www.victhom.com; about Otto Bock: Dirk Artmann,
Director, Corporate Communications/Company Spokesman, +49 (0)5527 848 3036,
dirk.artmann@ottobock.de; www.ottobock.com; Source: Victhom Human Bionics
Inc.

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Victhom Human Bionics Inc.

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