CALGARY, June 4, 2012 /CNW/ - Imaging Dynamics Company Ltd. ("IDC" or the "Company") (TSX: IDL) a global leader in the high growth digital radiography (DR) equipment market, today announced a non-brokered private placement of a maximum of 450,000,000 common shares in the capital of the Company (a "Common Share") at a price of $0.005 per Common Share for gross proceeds of up to $2,250,000 (the "Private Placement"). Proceeds from this Private Placement will be used for general working capital and corporate purposes. The Common Shares issued in connection with the Private Placement will be subject to a four month hold period from the date of issuance in accordance with applicable securities law. The Private Placement will also be subject to certain conditions, including approval by the Company's shareholders ("Shareholders") on July 4, 2012, the approval of the Toronto Stock Exchange ("TSX") and the grant of a sixty day extension with respect to the review of the eligibility for continued listing on the TSX of the Company's Common Shares.
Current total outstanding Common Shares of the Company are 158,441,782. This Private Placement will result in issuing 285 % of the current outstanding Common Shares and as a result, will create a new insider and effect a change of control of the Company. Subsequent to the closing of the Private Placement the new subscriber (described below) will own 74 % of the outstanding Common Shares of the Company on issuance of the 450,000,000 Common Shares.
This Private Placement is being offered and subscribed by Belfry Medical Investments Limited ("Belfry"), a Hong Kong based company, owned by Mr. T.T. Lee ("Mr. Lee"). Mr. Lee is also the Managing Director of Belfry Enterprises Limited, a consumer electronics firm with manufacturing facilities in China. Belfry will be the sole subscriber to this Private Placement. Currently neither Belfry nor Mr. Lee hold any Common Shares of the Company and each is an arm's length individual entity.
The Company has filed a notice of its Annual and Special Meeting of Shareholders to be held in Calgary, Alberta on July 4, 2012. This Private Placement has received unanimous approval from the Company's board of directors ("Board of Directors") which is recommending Shareholders approve this Private Placement. The Management Information Circular ("Circular") will be mailed out to Shareholders of record and the record date for the meeting, is set as June 1, 2012. Shareholder approval will also be requested to appoint Mr. Lee as a Board Member who will subsequently be appointed to the position of Chairman and Chief Executive Officer of the Company.
A meeting of the Continued Listing Committee of the TSX is scheduled to be held on June 21, 2012 to consider whether or not to suspend trading in and delist the Common Shares of the Company. The Company intends to request a sixty day extension of the current delisting review from the TSX. At this time, there is no guarantee that the TSX will grant the sixty day extension of the delisting review or if the Company can maintain the minimum listing requirements of TSX subsequent to closing this Private Placement.
Commenting on this Private Placement, Swapan Kakumanu, IDC President and Chief Executive Officer stated, "The significant investment by Mr. Lee through Belfry in Imaging Dynamics demonstrates the appeal of our digital radiography offering and its future prospects. I am very excited to be a part of the new strategic team with Mr. Lee providing his technical and strategic expertise to expand the product portfolio and market share. We continue to work with the TSX to grant a sixty day extension on the delisting review. We believe after closing this Private Placement the Company will be able to meet the minimum listing requirements of the TSX."
"Over the past few quarters, the Board of Directors assessed various strategic and financing options. Although immediately dilutive, in the long term we believe this provides the best shareholder value based on current options available. The Board requests all Shareholders support this Private Placement at the upcoming Annual and Special Meeting of Shareholders," stated Shameze Rampertab, Chairman of the Board.
"I am very impressed with the quality of the Company's products and believe that the Company has excellent prospects in emerging markets, including China. I look forward to working with the management team to improve the performance of the Company and increasing shareholder value," stated Mr. Lee.
About Imaging Dynamics Company (IDC):
IDC is a medical devices technology company and innovative force in the high growth field of digital radiography (DR) technology. IDC's product line of CCD-based X-Series direct capture technology and the new innovaXion Flat Panel technology replaces conventional film-based diagnostic imaging and provides a cost-effective solution for producing high quality diagnostic images, enhancing patient care and improving workflow.
Each IDC DR solution provides high resolution radiographic images in the digital format required for todays PACS (Picture Archiving & Communication Systems) and the growing requirements for the electronic health record, all without the use of film, environmentally unfriendly chemicals, and cassettes.
Throughout its history, IDC has been recognized by multiple industry organizations and research analysts such as: Frost & Sullivan, Deloitte Technology and PROFIT; for its dedication to innovation, global growth, and customer focused value proposition.
IDC is based in Calgary, Alberta, Canada.
Visit the IDC Web site: www.imagingdynamics.com
Statements in this release which describe IDC's intentions, expectations or predictions, or which relate to matters that are not historical facts are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performances or achievements of IDC to be materially different from any future results, performances or achievements expressed in or implied by such forward-looking statements. IDC may update or revise any forward-looking statements, whether as a result of new information, future events or changing market and business conditions. Known and unknown risks and uncertainties include: IDC's ability to manufacture its products with a sufficient level of quality and in volumes which satisfy market demand; the ability of IDC to establish direct and indirect sales channels; the ability of IDC to establish industry partnerships; IDC's ability to attract and retain key personnel; the strength and breadth of IDC's patents; and other factors relating to general economic conditions, specific industry conditions and IDC's particular situation.
For further information:
Mr. Swapan Kakumanu
President & Chief Executive Officer