Annidis Corporation Announces Financing Arrangements and an International Distribution Agreement
17 Jun, 2013, 10:22 ET
OTTAWA, June 17, 2013 /CNW/ - Annidis Corporation (TSX Venture: RHA), creator of the Annidis RHA™, today announced that it has entered into a financing and distribution agreement with Yimai Technology International Company Limited (YIMAI), a Hong Kong company. YIMAI, through its affiliate Shenzhen New Industries Material Of Ophthalmology Co. Ltd., markets and distributes ophthalmology products in China.
Following the completion of this transaction, subject to regulatory approval, Annidis will receive gross proceeds of $6 million. These funds will be used to increase manufacturing capabilities and continue to build on its current sales initiatives.
"This transaction represents a major milestone for Annidis. YIMAI brings expertise in marketing and sales of ophthalmological products in China, a growing market with increasing demand for quality health care," said Gerald Slemko, CEO of Annidis. "YIMAI's financial commitment to the Company provides capital that will allow us to continue executing on our growth strategy. We remain in a good position to fulfill our committed orders in the second half of the year and continue to grow our number of committed and installed machines."
The terms of the financing transaction include:
- YIMAI will participate in the $3 million promissory note offering the company announced in November 2012 and which remains subject to the approval of the TSX. YIMAI will subscribe for $1 million to complete the offering. This non-brokered transaction is anticipated to close on or before June 20, 2013 concurrently with the signing of a distribution agreement.
- In addition, YIMAI will purchase 20,833,333 common shares in Annidis from treasury at $0.24 per share for a total of $5 million. Upon closing, YIMAI will own 23.48% of the company. The transaction is expected to close on or before August 31, 2013.
- As a non-dilutive measure YIMAI will also be issued 6,968,319 common shares to be held in escrow and will allow YIMAI to maintain its 23.48% ownership interest should current outstanding warrants, stock options or convertible debenture be exercised or converted to common equity. The shares will be released to YIMAI on the basis of one common share for each 3.26 common shares which are issued upon exercise of the currently outstanding warrants, stock options or convertible debenture, if any, and unreleased shares on September 30, 2016 will be cancelled. If all of the convertible securities are exercised or converted, it will result in the additional 6,968,319 common shares being delivered to YIMAI, resulting in an effective issue price of approximately $0.18 for all of the common shares.
- Annidis will expand its board of directors to seven of which YIMAI will nominate three individuals for a minimum of a three year period.
- YIMAI will have a pre-emptive right to provide Annidis with future financing for a three year period (up to June 2016).
- The $5 million common stock financing is anticipated to close before August 31, 2013 and is subject to completion of due diligence by YIMAI and approval by the TSX and such other regulatory approvals as are necessary.
In addition to the financing transactions, Annidis Health Systems, a wholly-owned subsidiary of the Company, will enter into a distribution agreement with YIMAI which will provide YIMAI exclusive distribution of Annidis products for the People's Republic of China which includes Hong Kong and Macau. The term of the agreement is 6 years from the date of regulatory approval in China and is on customary arm's length terms.
About Annidis Corporation
Annidis (TSX-V: RHA) has developed and is marketing a new imaging platform technology based on Multi-Spectral Imaging (MSI). This new technology is opening a new frontier in disease identification and its management. The Annidis MSI technology allows eye-care professionals to view non-invasively the deepest areas of the eye aiding eye care professionals in the early identification and treatment of debilitating eye diseases. The Company's existing RHA 2020-U Gold, used by eye care professionals as a broad based tool for detecting early-onset of eye related diseases such as Dry AMD, has a potential market of over 20,000 clinics in North America. The RHA Platinum MD will further strengthen the value proposition allowing doctors to visualize choroidal and retinal vasculature non-invasively. The RHA Platinum MD has global market potential of more than 100,000 Ophthalmologists.
This news release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective", "hope", and "continue" (or the negative thereof), and words and expressions of similar import are intended to identify forward-looking statements. Certain material factors or assumptions are implied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in the Company's Annual Information Form and other such filings with Canadian securities regulatory authorities, such as the applicability of patents and proprietary technology; possible patent ligation; regulatory approval of products in development; changes in government regulation or regulatory approval processes; government and third party reimbursement; dependence on strategic partnerships; intensifying competition; rapid technological change in the industry; anticipated future losses; the ability to access capital; and the ability to attract and retain key personnel. All forward-looking information presented herein should be considered in conjunction with such filings. Except as required by Canadian securities laws, the Corporation does not undertake to update any forward-looking statements; such statements speak only as of the date made.
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.
SOURCE: Annidis Corporation
For further information:
Gerald Slemko, CEO
(519) 858-1582 ext. 239
Email: [email protected]
James Binckly, Investor Relations
(416) 815-0700 ext. 228
Email: [email protected]
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