If the contemplated transaction is completed, Ergoresearch will hold, through one of its subsidiaries, 100% of the outstanding shares of Orthoconcept (2008) inc.
LAVAL, QC, April 23, 2015 /CNW Telbec/ - Ergoresearch Ltd (TSXV: ERG) – based in Laval and known under the «Équilibre, orthèses et biomécanique» banner – announces that it has entered into a letter of intent to acquire 49 % of the issued and outstanding shares of Orthoconcept (2008) inc. «Laboratoire Victhom inc.», a wholly owned subsidiary, currently holds 51% of the stock and, if the transaction is completed, Ergoresearch Ltd will thereafter hold 100% of the issued and outstanding shares of Orthoconcept (2008) inc.
Mr. Sylvain Boucher, president and CEO of the corporation indicated that this transaction would be strategic for ERGORESEARCH. "Following the merger of all our Quebec divisions under a unique banner and the key role that this subsidiary has in the manufacturing of our different specialty devices, it was important to unite our vital forces. We are happy that the co-shareholders of Orthoconcept (2008) inc. accepted to become shareholders of the «mother» corporation as, according to the terms of the proposed transaction, the price will be paid entirely in Ergoresearch Ltd shares.
ERGORESEARCH entered into this agreement on the basis that the annual revenues of Orthoconcept were $6,277,277 dollars. One of Orthoconcept (2008) inc.'s role was the manufacturing of specialty devices for the other divisions of the corporate group. Reducing the corporate structure was one of the main objectives in our latest integration phase and we are happy that the contemplated transaction brings us closer to reaching that goal.
According to the terms of the letter of intent, the purchase price will be paid by issuing 500 000 common shares (TSXV : ERG) to the vending shareholder, namely 9211-5096 Québec inc., which currently holds 49% of the issued and outstanding shares of Orthoconcept (2008) inc. The issued shares will be under escrow for a total period of four (4) years following the transaction, half of which will be released after a twenty-four (24) month period.
There are to this day 75 772 673 issued and outstanding common shares of Ergoresearch Ltd. If the transaction is completed, that number will rise to 76 272 673 shares. 9211-5096 Québec inc. does not currently own any Ergoresearch Ltd shares and will neither qualify as an insider after its closing. No brokerage fees will be paid for this transaction.
The closing of the contemplated transaction between «Ergoresearch Ltd» and «9211-5096 Québec inc» is subject to regulatory approvals. The definitive conditions of the contemplated transaction will be disclosed upon its closing which is expected to occur on April 30, 2015.
Ergoresearch is a Canadian company that designs and manufactures cutting edge technologies for the orthopedic industry. The Company holds a portfolio of patents in the bionics field, including the intellectual property used in the Power Knee, the world's only motor-powered AI prosthesis for above-knee amputees. Ergoresearch designed and commercialized WebFit™, the first robotized custom-fit orthotics manufacturing software program and launched OdrA, a new category of orthotic that, with the action of its world-patented distraction-rotation action, revolutionizes the treatment of pain associated with knee osteoarthritis.
Ergoresearch owns the largest orthotics network in Quebec, now known as Equilibre. The Corporation is listed on the TSX Venture Exchange under the ERG symbol.
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Certain statements in this Press Release contain forward-looking statements and information that may entail certain risks related to uncertainties. Such statements are based on management's expectations and no assurance can be given that potential future results or circumstances described in the forward looking statements will be achieved or will occur, as these statements are subject to numerous uncertainties and risk factors. Such risk factors include, but are not limited to, those related to the Company's ability to finance its activities, competition, ability to negotiate and maintain partnerships, the market acceptance of the Company's product, the strength of intellectual property, the success of research and development programs, the trust invested in sub-contractors or their core personnel as well as other risks and uncertainties that are put forth every now and then by the Company in the documents filed with various Canadian securities and exchange commissions and made available at www.sedar.com.
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SOURCE Ergoresearch Ltd
For further information: Sylvain Boucher, President and CEO - Ergoresearch Ltd., Tel.: 450-973-6700, ext. 213 / [email protected]