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QUÉBEC CITY AND WINCHESTER, ON, April 8 /CNW/ - Advitech Inc. (TSXV:
AVI) ("Advitech") and Natunola Health Biosciences Inc. (TSXV: NHI)
("Natunola") are pleased to announce that they have entered into
discussions, under a letter of intent, with the objective to create a
leading company in personal care and health food ingredients (the
The Resulting Entity would focus on developing, manufacturing and
marketing naturally derived, value added specialty ingredients and
health food products based on their proprietary agricultural technology
platforms. Both Advitech and Natunola believe that the entity combining
their activities will benefit from additional synergies and cost
savings, strengthen its competitive position and create an entity with
enhanced visibility in the market place.
"This combination represents a pooling of the expertise of two emerging
personal care and health food specialty-ingredient firms to capitalize
on the operational strengths of collective management, sales/marketing,
R&D and manufacturing teams. It will also provide significant synergies
and cost savings, leveraging each company's strengths to better serve
our customers with a unique, innovative product portfolio to better
address market opportunities." said Michael Stangel, President & Chief
Executive Officer of Advitech, Inc.
"The complementary technologies and global product distribution channels
will greatly enhance shareholder value and establish the Resulting
Entity as a leading provider of specialty ingredients addressing global
opportunities in health, wellness and sustainability," said Dr. Nam
Fong Han, President & Chief Executive Officer of Natunola Health Inc.
It is currently expected that the transaction would be conducted by way
of a plan of arrangement between Natunola and a newly created
wholly-owned subsidiary of Advitech pursuant to which, Natunola
shareholders would receive common shares of Advitech, which would
continue as the resulting entity, based on a ratio of 4.75 common
shares of Advitech for one common share of Natunola. The shareholders
of Advitech would hold, on a non-diluted basis and excluding the
securities to be issued as part of the concurrent private placement
described below, 58.5% of the common shares of the Resulting Entity
while the shareholders of Natunola would hold 41.5% of the common
shares of the Resulting Entity.
The companies are currently undertaking a mutual due diligence and the
preparation of a definitive transaction agreement which will be
executed once the due diligence is completed and the final terms of the
proposed transaction approved by the board of directors of each
The closing of the transaction is expected to occur during the second
quarter of 2011 and will be subject, among other conditions, to the
completion of a financing for the implementation of the business plan
of the Resulting Entity by way of private placement for a minimum
amount of 5 million dollars and to securing all required shareholders
and regulatory approvals to implement its terms. Bloom Burton & Co.
Inc. will act as financial advisor in connection with the private
placement in which AgeChem and Avrio Ventures, the principal
shareholders of Advitech have indicated they will be participating. The
terms of the private placement will be determined in the context of the
market and in compliance with the policies of the TSX-V.
It is contemplated that the board of directors of the Resulting Entity
would consist of 7 directors, 5 of which would be current directors of
Advitech and 2 nominees of Natunola. The management of the Resulting
Entity would consist of Michael Stangel, President and Chief Executive
Officer of Advitech, as President and Chief Executive Officer, Dr. Nam
Fong Han, President and Chief Executive Officer of Natunola, as
Executive Chairman and Chief Operating Officer, and Murray Bruce, Chief
Financial Officer of Advitech, as Chief Financial Officer.
There can be no assurance that the transaction contemplated above will
be completed, or if completed, what the final terms will be.
About Advitech Inc.:
Advitech, which includes its subsidiary Botaneco Specialty Ingredients
Inc. since November 20, 2009, is a health sciences and technology
company developing, manufacturing and marketing proprietary natural
ingredients and formulations for oral and topical applications that
have been clinically proven to be safe and effective for improving skin
health and well being. More information is available and can be
accessed at www.advitech.com
About Natunola Health Bioscience Inc.:
Natunola and its manufacturing plant are located in Winchester, Ontario.
Natunola is a manufacturer and researcher in the field of flax seed
derived omega -3 fatty acids, flax protein, flax lignans, specialty
natural products, bio-nutrients and functional supplements for human
and animal care markets. Natunola also produces canola oil gels and
other natural ingredients for the cosmetic and personal care industry.
Natunola has a retail health product line under the brand name of
Natunola® Health's Delight. Natunola was the winner for the National
Canadian Agri-Food Award of Excellence for Innovation for the year
The AgeChem Venture Fund, LP is currently investing in companies
developing therapeutics targeting age-related diseases. The range of
diseases and chronic conditions associated with aging provides a
breadth of attractive investment opportunities. www.genechem.com.
Avrio Ventures Limited Partnership is one of Canada's leading venture
capital funds focused on investing in commercialization to growth stage
companies developing food and/or agricultural technologies that address
global challenges in the areas of health, wellness and sustainability. www.avrioventures.com
Some of the statements contained in the release are forward-looking
statements, such as estimates and statements that describe the parties'
future plans, objectives or goals, including words to the effect that
they expect a stated condition or result to occur. Since
forward-looking statements address future events and conditions, by
their very nature, they involve inherent risks and uncertainties.
Actual results in each case could differ materially from those
currently anticipated in such statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements and information
("forward looking statements") within the meaning of applicable
securities laws relating to the proposal to complete the proposed plan
of arrangement and associated transactions (including the private
placement financing), including statements regarding the terms and
conditions of the proposed plan of arrangement and associated
transaction. Readers are cautioned to not place undue reliance on
forward-looking statements. Actual results and developments may differ
materially from those contemplated by these statements depending on,
among other things, the risks that the parties will not proceed with
the proposed plan of arrangement and associated transactions, that the
ultimate terms of the proposed plan of arrangement and associated
transactions will differ from those that currently are contemplated,
and that the proposed plan of arrangement and associated transactions
will not be successfully completed for any reason (including the
failure to obtain the required approvals or clearances from regulatory
authorities). Furthermore, the forward-looking statements contained in
this document are made as of the date of this document and, except as
required by applicable law and neither Advitech nor Natunola does not
undertakes any obligation to publicly update or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking
statements contained in this document are expressly qualified by this
SOURCE Advitech Inc.
For further information:
| Dr. Nam Fong Han |
President & Chief Executive Officer
Natunola Health Biosciences Inc.
661, St Lawrence Street,
Tel: (613) 774-9998
| || || || || || || || || Michael Stangel |
President and Chief Executive Officer