Biovest Corp. I Files Preliminary Prospectus in Connection with Proposed CPC Qualifying Transaction with Magor Communications Corp.
OTTAWA, Nov. 29, 2012 /CNW/ - Biovest Corp. I ("Biovest") (BVC.P-TSX Venture Exchange), a Capital Pool Company, is pleased to announce that, further to its press releases dated June 13, 2012 and November 23, 2012, and in connection with Biovest's proposed business combination transaction with Magor Communications Corp. ("Magor") (the "Qualifying Transaction"), Biovest has filed a preliminary prospectus ("Preliminary Prospectus") with the securities regulatory authorities in the provinces of Ontario, Saskatchewan, Alberta, and British Columbia in connection with a proposed public offering of common shares in the capital of Biovest ("Common Shares") being made in connection with the completion of the Qualifying Transaction (the "Offering").
The Preliminary Prospectus will also serve as Biovest's comprehensive disclosure document in connection with the completion of the Qualifying Transaction, as required under the policies of the TSX Venture Exchange.
The Preliminary Prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. A copy of the preliminary prospectus is available on SEDAR at www.sedar.com.
The Offering
Pursuant to an engagement letter dated September 18, 2012, Biovest and Magor have engaged Macquarie Private Wealth Inc. (the "Agent") on a commercially reasonable efforts basis, to act as exclusive agent in connection with the Offering of a minimum of 5,084,746 Common Shares ("Minimum Offering") and up to a maximum of 8,474,576 Common Shares ("Maximum Offering") at a price of $0.59 per Common Share for gross proceeds of a minimum of $3,000,000 and up to a maximum of $5,000,000. The Agent will be paid a fee in cash equal to 8.0% of the aggregate gross proceeds of the Offering. In addition, the Agent will be granted an option by Biovest to acquire that number of Common Shares equal to 8.0% of the total number of Common Shares sold under the Offering, exercisable at a price of $0.59 for a period of eighteen (18) months from the closing date of the Offering.
Trading Halt
The trading of Common Shares is expected to remain halted pending completion of the Qualifying Transaction.
Use of Proceeds
The net proceeds from the Offering, after deducting the Agent's fees and other expenses of the Offering and the Qualifying Transaction, which are projected to be $800,000 in the aggregate upon completion of a Minimum Offering and $960,000 in the aggregate upon completion of the Maximum Offering, are estimated to be $2,200,000 if the Minimum Offering is completed and $4,040,000 if the Maximum Offering is completed.
The Corporation intends to use the funds available from the Offering as follows:
Proposed Use | Estimated portion of available funds (1) | |
Minimum Offering | Maximum Offering | |
Marketing and Sales | $1,240,000 | $2,005,000 |
Research and Development | $250,000 | $730,000 |
Debt Retirement | $380,000 | $380,000 |
General and Administrative Expenses | $230,000 | $825,000 |
Unallocated Working Capital | $100,000 | $100,000 |
Total | $2,200,000 | $4,040,000 |
Cautionary Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction, the Offering and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Offering and the use of proceeds of the Offering. Readers are cautioned not to 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 Qualifying Transaction, the Offering and associated transactions, that the ultimate terms of the Qualifying Transaction, the Offering and associated transactions will differ from those that are currently are contemplated, and that the Qualifying Transaction, the Offering and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Biovest undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Biovest, Magor Communications Corp. or their respective financial or operating results or (as applicable), their securities.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange Inc. acceptance. 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 Preliminary Prospectus prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 or disapproved the contents of this press release.
The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulations 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: Biovest Corp. I
For further information about Biovest, please contact:
Dr. Calvin Stiller
Chairman and CEO
(519) 858-1582
[email protected]
For further information about Magor, please contact:
Michael Pascoe
President and CEO
(613) 686-1731
[email protected]
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