TORONTO, June 13, 2012 /CNW/ - Biovest Corp. I ("Biovest") (TSXV: BVC.P), a Capital Pool Company, is pleased to announce it has entered into a letter of intent on June 12, 2012 with Magor Communications Corp. ("Magor") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of Magor will be exchanged for securities of Biovest. The Transaction is intended to constitute the Qualifying Transaction of Biovest as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").
Magor was incorporated as a Canadian corporation on June 8, 2007, and has its registered head office at 350 Terry Fox Drive, Suite 300, Ottawa, Ontario. Magor has developed an industry-leading software centric Visual Collaboration solution that seamlessly integrates desktop sharing and other collaborative tools/devices such as whiteboards with real time High Definition Video ("HD Video"). The result, compared to traditional video conferencing systems is a visual collaboration experience that significantly increases participant interaction and productivity during remote sessions - while lowering both capital and operational costs.
Magor recognized that traditional/aging, hardware centric video conferencing architectures - that tied participation to a "meet on the bridge", scheduled workflow model - would not be capable of supporting the emerging and growing need for the explosion of video within the enterprise. As the use of video becomes pervasive, not only in boardrooms but into the desktop, mobile and cloud environments, users are demanding support for a more ad-hoc, tacit interaction model that focuses on people collaborating rather than just presentation over video conferencing. Extending video to this market also requires considerably lower capital (video sites and infrastructure) and operational costs (bandwidth and administration) than current video architectures can provide.
Magor's Visual Collaboration solution was therefore designed to address this changing environment and the requirement to support the migration of traditional video conferencing to a software centric, switched architecture that removes the need for centralized infrastructure (Multipoint Control Unit - MCU) to support multipoint sessions. The Magor solution is also designed to run on commercial IT hardware (PC/Servers), rather than proprietary hardware. Magor's innovative video coding optimizes HD Video over standard IP networks, eliminating the high costs of engineered networks required by traditional codecs for HD Video. Collaboration is accomplished in native resolution with full two-way editing capabilities, core requirements for advanced applications such as those found in Health Care.
The market for Magor's Visual Collaboration solutions is characterized by any company or operation that requires remote interactions; both within the business and from business-to-business. The more important and real-time those interactions are, the stronger the need for Magor's solutions. This includes medium and large enterprises as well as most government departments and many other vertical market users. Telemedicine and Health Care in general is a particularly important market segment for Magor. Small enterprises with a need for remote office interactions will also see strong returns on this investment. Primary vertical markets, other than government and health care, include education, financial, accounting, engineering and legal. As such, the market for Magor's Visual Collaboration solutions are global and Magor has established channels to support this global effort.
The management team of Magor includes Sir Terry Matthews (Chairman), Michael Pascoe (President and Chief Executive Officer), Ken Davison (Vice President of Sales and Marketing), Dan Rusheleau (Chief Technology Officer) and Sherwin Sim (Vice President of Research and Development). All members of the management team bring tremendous experience in their respective fields.
To date, Magor has raised approximately $19,000,000 in order to fund the company through the development phase. Magor is now working on commercializing Magor's Visual Collaboration solutions and it is anticipated that the revenues will continue to increase as systems are deployed.
The Qualifying Transaction
Subject to regulatory approval, Biovest will acquire all of the currently issued and outstanding securities of Magor (including convertible securities) by issuing corresponding securities of Biovest to the security holders of Magor, at deemed issuance prices and exchange ratios to be determined amongst the parties.
The proposed Qualifying Transaction constitutes an arm's length transaction, and as such, will not require approval by the shareholders of Biovest.
In connection with the Qualifying Transaction, a private placement will be completed by Magor (with gross proceeds to be determined). Net proceeds of this issuance will be used to finance working capital for production and deployment of Magor's Visual Collaboration solutions and further development of sales and marketing initiatives. The securities issued under the Private Placement will be exchanged into corresponding securities of Biovest pursuant to the terms of the Qualifying Transaction.
The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) finalizing the value of Magor and the resulting deemed issuance price and securities exchange ratios of the securities to be issued by Biovest in exchange for the securities of Magor; (iii) completion of the Private Placement; (iv) the receipt and satisfaction of Biovest with the financial statements of Magor; (v) receipt of an independent valuation of Magor, if required by the Exchange; (vi) approval of the Transaction by each of the board of directors of Biovest and Magor; (vii) confirmation of no material adverse change having occurred for either entity prior to closing; (viii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; (ix) completion of due diligence satisfactory to each party; and * completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement).
The Board of Directors of the resulting issuer immediately upon completion of the Qualifying Transaction will be determined upon agreement of the parties.
Biovest intends to issue a further press release providing additional details regarding the Qualifying Transaction at a later date.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information:
About Biovest, please contact Dr. Calvin Stiller, Chairman and CEO, at (519) 858-1582 or by email at [email protected]. For further information about Magor, please contact Mike Pascoe, President and CEO, at (613) 686-1731 or by email at [email protected].