JJR IV Acquisition Inc. announces the entering into of an amalgamation
agreement with BIOX Corporation and announces change to meeting date



TORONTO, Jan. 28 /CNW/ - JJR IV Acquisition Inc. ("JJR IV") has entered into an amalgamation agreement (the "Amalgamation Agreement") dated January 27, 2010 with BIOX Corporation ("BIOX"), a corporation incorporated and existing under the laws of Canada, pursuant to which JJR IV will amalgamate with BIOX (the "Amalgamation") to complete the previously announced going public transaction (the "Qualifying Transaction") which will result in a reverse take over of JJR IV, a capital pool company listed on the TSX Venture Exchange (the "Exchange").

BIOX is a renewable energy company that designs, builds, owns and operates biodiesel production facilities, including a biodiesel production facility in Hamilton, Ontario, Canada with a nameplate capacity of 67 million litres per year. BIOX has an innovative, proprietary and patented production process that is faster and achieves higher yields than competing methods of biodiesel production, while utilizing a variety of feedstocks - from pure seed oils to animal fats to recovered vegetable oils with no change to the production process. BIOX's high quality biodiesel fuel meets both North American (ASTM D-6751) and European (EN 14214) quality standards. BIOX is Canada's largest biodiesel producer and is focused on building, owning and operating a network of commercial scale biodiesel production facilities, utilizing its proprietary and patented process technology capable of producing the highest quality, renewable, clean burning and biodegradable biodiesel fuel in jurisdictions where clearly defined renewable fuel standards policies exist.

JJR IV has moved the originally scheduled special meeting of shareholders to consider, and, if deemed fit, approve, the Qualifying Transaction and certain related matters from February 16, 2010 to February 25, 2010. The record date for shareholders of JJR IV entitled to notice of the meeting to vote at the meeting remains January 12, 2010.

The following table sets forth selected audited consolidated historical financial information for BIOX as at or for the periods indicated.

                                                 Year Ended
                             Sept. 30, 2009   Sept. 30, 2008   Sept. 30, 2007
    Consolidated Statement  -------------------------------------------------
    of Operations Data:              (in thousands of Canadian dollars)
    Sales                        $48,930          $48,494          $5,723
    Income from Continuing
     Operations and Net Loss     ($5,645)        ($13,826)       ($20,780)
                                                     As at September 30,
                                                   2009             2008
    Consolidated Balance Sheet Data:      (in thousands of Canadian dollars)
    Total Assets                                  $74,922         $78,393
    Total Long-Term Liabilities                   $12,931          $1,701
    Cash Dividends Declared                           NIL             NIL

Prior to the Amalgamation, and subject to shareholder approval, JJR IV will consolidate its share capital on a basis of 24 (old):1 (new) and continue under the federal laws of Canada.

In connection with the Qualifying Transaction, BIOX raised gross proceeds of $46,700,000 through the private placement of subscription receipts (after giving effect to the repurchase by BIOX of 225,000 subscription receipts), each such subscription receipt automatically exchangeable, subject to the satisfaction of certain conditions, for one (1) common share of JJR IV on a post-consolidation basis.

Under the terms of the Amalgamation Agreement, among other things, at the effective time of the Amalgamation:

      (a) each outstanding BIOX Class A common share will become one (1)
          common share in the capital of the resulting issuer (a "Resulting
          Issuer Share") to be named BIOX Corporation (the "Resulting

      (b) each outstanding BIOX common share will become one (1) Resulting
          Issuer Share;

      (c) each outstanding JJR IV common share will become one (1) Resulting
          Issuer Share;

      (d) subject to all required regulatory approvals, each outstanding BIOX
          option will become an option to purchase one (1) Resulting Issuer
          Share on the same terms as those contained in the BIOX option
          immediately prior to the Amalgamation. The exercise price for each
          Resulting Issuer Share will be equal to the exercise price per BIOX
          share pursuant to the BIOX option in effect immediately prior to
          the Amalgamation;

      (e) subject to all required regulatory approvals, each outstanding BIOX
          warrant will become a warrant to purchase one (1) Resulting Issuer
          Share on the same terms as those contained in the BIOX warrants
          immediately prior to the Amalgamation. The exercise price for each
          Resulting Issuer Share will be equal to the exercise price of the
          BIOX shares under the BIOX warrants in effect immediately prior to
          the Amalgamation;

      (f) subject to all required regulatory approvals, each outstanding BIOX
          special warrant will become a special warrant of the Resulting
          Issuer (either Series A or Series B, as applicable) entitling the
          holder thereof to receive a specified number of warrants of the
          Resulting Issuer, each such warrant exercisable for one (1)
          Resulting Issuer Share on the same terms as those contained in the
          BIOX special warrants immediately prior to the Amalgamation. The
          exercise price for each Resulting Issuer Share will be equal to the
          exercise price per BIOX share of the warrants underlying the BIOX
          special warrants in effect immediately prior to the Amalgamation;

      (g) subject to all required regulatory approvals, each outstanding JJR
          IV option (on a post-consolidation basis) will become an option to
          purchase one (1) Resulting Issuer Share on the same terms as those
          contained in the JJR IV option immediately prior to the
          Amalgamation. The exercise price for each Resulting Issuer Share
          will be equal to the exercise price of the JJR IV shares under the
          JJR IV options in effect immediately prior to the Amalgamation.

Immediately following completion of the transaction, the former holders of JJR IV shares will hold 500,000 Resulting Issuer Shares, the former holders of BIOX common shares and BIOX Class A common shares will hold 21,747,066 Resulting Issuer Shares and the holders of BIOX subscription receipts will hold 23,350,000 Resulting Issuer Shares. As a result, former shareholders of (i) BIOX and purchasers of BIOX subscription receipts and (ii) shareholders of JJR IV will own approximately 98.9% and 1.1%, respectively, of the issued, non-diluted Resulting Issuer Shares upon completion of the Amalgamation. Following completion of the Amalgamation, 45,597,066 Resulting Issuer Shares (assuming no exercise of the outstanding JJR IV broker compensation options prior to the expiry of those options on February 12, 2010 and no exercise of BIOX special warrants or underlying warrants), Resulting Issuer options to acquire 525,000 Resulting Issuer Shares and Resulting Issuer special warrants (entitling the holders thereof to acquire warrants to purchase an aggregate of 2,428,571 Resulting Issuer Shares, assuming that those warrants are not exercised on a cashless basis) will be outstanding. Accordingly, the Amalgamation will constitute a reverse take-over of JJR IV.

The Qualifying Transaction is an arm's length transaction.

Following completion of the Qualifying Transaction, the following persons will constitute Insiders of the Resulting Issuer.

Timothy R. Haig, Director, President and Chief Executive Officer: Mr. Haig, 47, has over 20 years in the field of strategic business development with an emphasis on environmental technologies and engineering. Prior to co-founding BIOX with Monteco Ltd., a technology transfer company, and Kevin Norton in September 2000, and acting in the capacity of President and Chief Executive Officer, Mr. Haig held several senior management positions with high profile organizations both in Canada and the United Kingdom such as Marketing Director of Ove Arup & Partners as well as Director of Strategy and Development for Tarmac, Black and Veatch. In addition, Mr. Haig was a principal in CMA Associates which promoted, developed and financed several major wind farms across Europe. Mr. Haig received his MBA in London, England and his degree as an Industrial Engineer from the Royal Military College of Canada. He served in the Canadian Forces (Army) for 10 years as an officer.

Kevin W. Norton, Chief Operating Officer: A co-founder of BIOX in September 2000, Mr. Norton, 43, has more than 15 years of senior level experience in business management, engineering and project management. Prior to co-founding BIOX and assuming the roles of Chief Operating Officer and Director of Engineering, he held several senior level positions with primary responsibility for the evaluation and development of new technologies, systems and services and the redesign of existing products and technologies. Mr. Norton has extensive experience in pollution control and marine systems, contract and project management, municipal/industrial water and wastewater systems and marine environments. His previous positions have included Manager of Environmental Products Division, Conor Pacific; Product Manager, Water and Wastewater Technologies, Conor Pacific; Maritime Environmental Protection Project Manager/Engineer and Marine Systems Engineering Officer onboard HMCS MacKenzie and Regina for the Canadian Department of National Defence, Navy. In these positions he has managed multi-million dollar project budgets for technology development. Mr. Norton received his degree in mechanical engineering from the Royal Military College of Canada and served as an officer in the Canadian Forces (Navy) for 13 years.

Christopher A. Clinning, Chief Financial Officer and Secretary: Prior to joining BIOX in May 2006, Mr. Clinning, 48, held senior executive positions in several entrepreneurial high growth companies, both publicly traded and privately held. These companies were in the technology, software and telecommunications sectors. From October 2001 to April 2006, Mr. Clinning was Vice President, Finance for FRI Corporation, a software and data services provider based in Toronto, Ontario. Mr. Clinning has extensive experience in the process of raising capital, including leading an initial public offering on the Toronto Stock Exchange, and raising capital for start up and early stage ventures. Mr. Clinning is a Chartered Accountant and has a Bachelor of Commerce degree from the University of Toronto.

Scott Lewis, Vice President, Business Development and Sales: Mr. Lewis, 45, has over 15 years of experience as an entrepreneur, having been involved in the start up of several new businesses in Canada, the United States and Europe. Prior to joining BIOX in 2002, he held the position of President at JSBL Management Inc., a consulting company, from 1999 to 2002. He brings expertise in a wide range of disciplines, including financing and development of corporate strategies, business development, marketing, sales and operations, gathered from his experiences in a variety of industries, including commercial real estate, retail sales operations, new concept retail food and entertainment. His primary responsibilities include the development of BIOX's corporate strategy, procurement of feedstock, sales, real estate and the development of strategic relationships with third parties.

Nakyun G. Paik, Vice President, Operations: Mr. Paik, 46, joined BIOX in October 2002 with 15 years of experience gained in various levels of management in engineering and project management. Prior to joining BIOX, Mr. Paik held the position of project manager at IBM Canada from August 2000 to October 2002 in the area of software development applications. From September 1987 to May 2000, Mr. Paik served with the Canadian Forces as both a combat and construction engineer. Mr. Paik is a Professional Engineer in the province of Ontario and received his degree in civil engineering from the University of Toronto.

Neil Van Knotsenburg, Vice President, Projects: Mr. Van Knotsenburg, 42, joined BIOX in October 2002 with 15 years experience in the industry, ranging from construction of production facilities to project management. From May 1987 to October 2002, Mr. Van Knotsenburg held various positions with Adam Clark Company, where he was involved in and managed a diversified set of industrial projects, including a large scale robotic weld/assembly shop for Toyota Canada and a complete colour toner manufacturing line for Xerox Ltd. Mr. Van Knotsenburg holds a license from the Ministry of Training Colleges and Universities (Electrician-Construction and Maintenance) for the Province of Ontario.

T. Robert Beamish, Director: Mr. Beamish is Chairman of the Woodbridge Group, a private Canadian company with 60 locations in 20 countries, involved with urethane chemistry and the manufacture of, primarily, auto parts. Prior to founding Woodbridge Group in 1978, Mr. Beamish was President of Monsanto Canada and founded Woodbridge based on the purchase of a Monsanto plant. Mr. Beamish has an engineering degree from Queen's University and is actively involved in the W.B. Family Foundation, among other business interests.

David Colcleugh, Director: Mr. Colcleugh was appointed Chairman of the board of directors of BIOX in 2007. He retired in 2003 as Chairman of Dupont Canada Inc. after 39 years with the Dupont Company in the USA, Asia-Pacific and Canada. His experience includes acting as Vice President, Manufacturing, General Manager and Vice President of several business units, and Principal Consultant, E.I. DuPont Corporate Planning. From 1997 to 2002, he served as President, CEO and Chairman of Dupont Canada Inc. From 1994 to 1997 he served as President, Dupont Asia-Pacific. Mr. Colcleugh joined Dupont Canada Inc. as a Research Engineer after graduating from the University of Toronto with a BASc, MASc, and PhD in Chemical Engineering and Applied Chemistry. He has also completed postdoctoral research at Cambridge University. Mr. Colcleugh has served on the Board of Directors of several Canadian Companies from 2000 to the present and was appointed, in 2006, Professor of Leadership Development at the University of Toronto Faculty of Engineering.

William Lambert, Director: Mr. Lambert retired as a partner of Birch Hill Equity Partners on December 31, 2009 and is currently a corporate director. In his role at Birch Hill Equity Partners, Mr. Lambert provided advice and counsel on an ongoing basis with respect to sourcing, monitoring, creating value in and exiting investments. From 1989 to 2005, Mr. Lambert worked in a similar capacity with TD Capital Group Ltd. Prior to joining TD Capital Group Ltd, Mr. Lambert practiced as a consultant and plant engineer in the steel industry for 20 years with Ferrco Engineering Company and North Star Steel Company. Mr. Lambert received an MBA from York University and a B.S. in Electrical Engineering from the Massachusetts Institute of Technology.

Michael J. Salamon, Director: Mr. Salamon is a partner of Birch Hill Equity Partners and has 16 years experience in the private equity industry. Previously he was with TD Capital, Birch Hill's predecessor company, and prior to that spent seven years as a Vice President at Harrowston Inc., a Toronto-based private equity investment firm. Mr. Salamon received his M.B.A. from the University of Chicago and his Bachelor of Applied Science (Honours) in Electrical Engineering from the University of Toronto. Mr. Salamon is a CFA charterholder.

W. James Whitaker, Director: Mr. Whitaker is one of three Managing Partners of VentureLink LP, the manager of the VentureLink Group of Funds. The VentureLink Group of Funds have approximately $260 million of assets under management as at December 31, 2009 in four different Labour Sponsored Investment Funds. Mr. Whitaker has held senior investment positions with the VentureLink Group of Funds since 2003 and previously, Working Ventures Canadian Fund Inc. since 1994. While at Working Ventures Canadian Fund Inc., Mr. Whitaker led investments or acted as board member in approximately twenty companies. In addition, he led the Information Technology Team and was a member of the Management Investment Committee. Prior to joining Working Ventures, Mr. Whitaker worked in a number of practice areas at Ernst & Young providing financial advisory services to mid-market companies in a wide range of industries. Mr. Whitaker is a Chartered Accountant and a Chartered Business Valuator.

Upon completion of the Amalgamation, Birch Hill Equity Partners III, LP, Birch Hill Equity Partners (US) III, LP, Birch Hill Equity Partners (SC) III, LP and Birch Hill Equity Partners (Entrepreneurs) III, LP will own 7,500,000 Resulting Issuer Shares (approximately 16.4% of the outstanding Resulting Issuer Shares). Birch Hill Equity Partners Management Inc. is the general partner of each of the named limited partnerships.

It is a condition of the completion of the Amalgamation, that JJR IV will have entered into voting and support agreements with certain of its shareholders who have agreed to vote in favour of the Amalgamation at JJR IV's special meeting of shareholders. The closing of the Qualifying Transaction is expected to occur on or about March 1, 2010 and is subject to a number of conditions, including, shareholder and regulatory approvals and other conditions customary for transactions of this nature.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 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 disproved the contents of this press release.

The Amalgamation Agreement and certain documents will be filed with the applicable securities regulators and will be available at www.sedar.com. The Management Information Circular in respect of the special meeting of shareholders will be mailed to shareholders of JJR IV shortly. The Management Information Circular will also be available as part of JJR IV's public filings at www.sedar.com.

Notice on forward-looking statements:

This release includes forward-looking statements regarding JJR IV, BIOX and their respective businesses. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release, including completion of the proposed transaction between JJR IV and BIOX , may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the biodiesel industry, environmental risks, the dependence of the biodiesel industry on legislation and regulation, fluctuations in the price of biodiesel, risks associated with growth and competition. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, JJR IV undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

About JJR Capital Corp: JJR Capital Corp. is a private merchant bank specializing in small and middle market public and private equity transactions. Ronald D. Schmeichel is the President and CEO of JJR Capital Corp. and is a shareholder of JJR IV Acquisition Inc. He can be reached at (416) 972-6294.


For further information: For further information: Ronald D. Schmeichel, CEO of JJR IV at (416) 972-6294

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