Advitech to merge its activities with Botaneco Specialty Ingredients Inc.



QUEBEC CITY, Oct. 19 /CNW Telbec/ - Advitech Inc. ("Advitech" or the "Corporation") (TSX Venture Exchange: AVI) announced today that it has entered into an arm's length definitive agreement dated October 19, 2009 to acquire all of the issued and outstanding shares of Botaneco Specialty Ingredients Inc. ("Botaneco") held by Avrio Ventures Limited Partnership ("Avrio") and SemBioSys Genetics Inc. ("SemBioSys"). This transaction will be effected by issuing to Avrio and SemBioSys a total of 224,792,020 common shares of Advitech (or 28,099,003 post-Consolidation common shares), at a deemed issuance price of $0.02 per share (or $0.16 per post-Consolidation common shares) which will represent 49% of all of the issued and outstanding shares of Advitech after closing of the transaction.

Botaneco, a company incorporated under the laws of Alberta, is a manufacturer and marketer of innovative oleosome-based ingredients to the personal care and OTC topical markets. Using its proprietary aqueous oilseed processing technology, Botaneco produces non-transgenic specialty ingredients for topical cosmetic, OTC, and Rx products within the natural personal care products sector. Botaneco operates a manufacturing facility in Calgary, Alberta as well as a sales and formulation office in Bensalem, Pennsylvania, United States of America.

It is expected that the closing of the transaction will occur on or around November 7, 2009 or such other date as the parties may agree. This transaction is subject to a number of conditions including, but not limited to, securing appropriate regulatory approvals and requisite directors and shareholders' approvals, as well as the completion of a concurrent equity financing on the terms described below.

"Part of Advitech's stated growth strategy has been the pursuit of strategic merger and acquisition opportunities that would facilitate growth and expansion into new markets through the addition of products and distribution channels. The joining of Advitech with Botaneco is a significant milestone allowing us to develop, manufacture and market a comprehensive range of proprietary ingredients and formulations clinically proven to be safe and effective for improving skin health and well being. We also intend to pursue the mergers and acquisitions strategy to broaden the product portfolio and distribution network envisioned for the new company" said Renaud Beauchesne, executive Chairman of Advitech.

"We are excited about future growth opportunities that lie ahead of this merger of activities of Advitech and Botaneco", said Aki Georgacacos, Managing Director of Avrio. "With its comprehensive product portfolio targeting skin appearance and health, the combination of Advitech and Botaneco will create a new company poised to establish a strong presence in the marketplace. The expected synergies alongside long term financial commitments from the company's financial partners will position the business as the industry leader in providing natural efficacious solutions to improve skin health and appearance".

Prior to or concurrent with the completion of the transaction, the Corporation's share capital will be consolidated on a eight for one basis (the "Consolidation"), such a consolidation having been authorized at the annual and special shareholders' meeting held in April 2009.

Advitech will also concurrently complete an equity financing of $2.5 million, to be provided equally between Avrio and AgeChem Venture Fund L.P. ("AgeChem"). Each of Avrio and AgeChem will acquire 7,812,500 units at a price of $0.16 per unit, each unit consisting of one post-Consolidation common share and one common share purchase warrant. Each common share purchase warrant will entitle its holder to acquire one additional post-Consolidation common share upon terms to be agreed upon by the parties at the time of closing of the equity financing, in accordance with the policies of the TSX Venture Exchange. The completion of this private placement is also subject to applicable regulatory approvals and, if applicable, shareholders' approval. The proceeds of this equity financing will be used by the resulting entity for the implementation of its business plan.

As part of the transaction with Botaneco and the equity financing, Advitech and AgeChem have agreed, subject to the approval of the TSX Venture Exchange and of Advitech's disinterested shareholders, as may be required, to have the 58,083,333 common share purchase warrants currently held by AgeChem, the value of which has been valued at a total of $125,000, redeemed through the issuance of a total of 6,250,000 pre-Consolidation common shares at a deemed price of $0.02 per share.

Upon completion of the proposed transaction and of the concurrent financing, the principal shareholders of Advitech will be Avrio, holding 41.76%, and AgeChem, holding 21.73%, of all issued and outstanding common shares and it is contemplated that the Board of Directors of Advitech will consist of seven directors, of which two would be proposed by AgeChem and two by Avrio.

    The Resulting Entity

The resulting entity will be a manufacturer, developer and marketer of 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 appearance. The new entity will grow its business by leveraging the channels and products of each company through the efforts of a fully integrated organization and externally by in-licensing/acquiring topical ingredients to reach new markets and new applications.

    Botaneco financial highlights

The following table comprises data from the consolidated financial statements of Botaneco for the year ended December 31, 2008 and for the six-month period ended June 30, 2009:

                                            Year ended      Six-month period
    Statements of Loss               December 31, 2008   ended June 30, 2009
    ($CND)                                    (audited)           (unaudited)

    Total Revenues                             611,577               337,300
    Gross margin                              (190,455)             (151,442)
    Operating expenses                       2,774,952             1,723,859
    Amortization                               749,997               398,075
    Interest and exchange loss                 858,408               769,505
    Net Loss                                (4,573,812)           (3,042,881)

                                                 As at                 As at
    Balance sheet                    December 31, 2008         June 30, 2009
    ($CND)                                    (audited)           (unaudited)

    Current assets                           3,926,626             2,196,844
    Property and equipment                   2,855,580             2,585,379
    Current liabilities                        860,464             3,307,564
    Convertible debentures                   6,639,283             4,606,493
    Long-term debt                           1,543,184             2,111,534
    Shareholders' Deficiency                (2,260,725)           (5,243,368)

    Pro forma financial highlights

For information purposes, the financial information for the combined entities is hereunder presented on a pro forma basis, prepared by the management of Advitech and Botaneco using the financial statements of Botaneco and Advitech for the 6-month period ended June 30, 2009 and the 12-month period ended December 31, 2008, as adjusted taking into account: (i) the conversion off all Botaneco convertible debentures, (ii) the preliminary allocation of the purchase price, and (iii) the equity financing of $2.5 million:

                                            Year ended      Six-month period
    Statements of Loss               December 31, 2008   ended June 30, 2009
    ($CND)                                  (unaudited)           (unaudited)

    Total Revenues                           1,674,899               652,589
    Gross margin                               379,903                15,225
    Operating expenses                       4,492,486             2,440,966
    Amortization                               791,469               421,872
    Interest and exchange loss                 613,368               365,399
    Net Loss                                (5,517,420)           (3,213,012)

                                                 As at                 As at
    Balance sheet                    December 31, 2008         June 30, 2009
    ($CND)                                  (unaudited)           (unaudited)

    Current assets                           7,471,886             5,778,513
    Property and equipment                   2,904,613             2,630,317
    Goodwill and intangible assets             314,285             2,648,405
    Current liabilities                      1,632,065             1,200,569
    Convertible debentures                   1,620,730                26,980
    Long-term debt                           1,978,761             2,467,353
    Shareholders' Equity                     5,459,228             7,362,333


Advitech is a health sciences and technology company with a mission to discover and commercialize proprietary and evidence-based natural health products. Effective and safe, these products play a role in the prevention of immune-mediated inflammatory disorders, such as psoriasis and inflammatory bowel disease. Advitech produces Dermylex(R) for the treatment of mild-to-moderate psoriasis. Advitech has drawn up a research program to develop new applications related to wound healing. This development is derived from both its XP-828L and IM technological platforms. More information is available and can be accessed at


Botaneco is the global developer and marketer of innovative Oleosome-based ingredients to the personal care and OTC topical markets. As a technologically driven provider of high performance, proprietary Oleosome-based ingredients, Botaneco is committed to developing innovative ingredients that offer multifunctional, tangible and documented benefits to both formulators and consumers. Botaneco's head office and manufacturing facility is located in Calgary, Canada and its satellite office in Bensalem, PA. More information is available and can be accessed at


The AgeChem Venture Fund L.P. 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. AgeChem's principals have been active in the healthcare sector for over 15 years having made investments in several private and public entities. In addition to AgeChem, some of the principals are also managing the GeneChem Technologies Venture Fund L.P. and the GeneChemTherapeutics Venture Fund L.P. (


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. Avrio's portfolio includes a number of investments in the food processing, natural personal care and natural industrial products sectors. Avrio is a limited partnership created under the laws of Ontario, which is managed by its general partner, Avrio Ventures General Partner Ltd. The Avrio team also manages FCC Ventures, a fund focused on the agricultural sector. For more information about Avrio, visit


SemBioSys, a corporation incorporated under the laws of Canada, is focused on leveraging its unique proprietary platform to manufacture high-value proteins and oils. SemBioSys' seed-based protein production system can provide for its partners product enablement, exceptionally low cost and unprecedented scalability. SemBioSys is applying the platform with high selectivity to products with tremendous clinical promise and value potential. SemBioSys' current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at

    This press release contains forward-looking statements, which reflect the
    Corporation's current expectations regarding future events. The forward-
    looking statements involve risks and uncertainties. Actual results could
             differ materially from those projected herein.

    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.

%SEDAR: 00021006EF


For further information: For further information: Christian Labbé, Vice-President and Chief Financial Officer, Advitech Inc., (418) 686-7498, ext. 227,

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