MONTREAL, June 12 /CNW Telbec/ - Further to its preliminary news release
of December 19, 2006, LTT Capital Corp. ("LTT") (TSX V: LTT.P), a Capital Pool
Company, in accordance with the policies of the TSX Venture Exchange Inc. (the
"TSX-V"), is pleased to announce that the proposed amalgamation of LTT and
Arura Pharma Inc. ("Arura") pursuant to a final agreement dated March 30, 2007
by which LTT will acquire all of the issued and outstanding common shares of
Arura (the "Transaction") received conditional approval from the TSX-V, the
Transaction to constitute the qualifying transaction of LTT.
The Transaction is further described in the Joint Management Information
Circular issued by LTT and Arura to their respective shareholders in view of
the respective special meetings of the shareholders of each of LTT and of
Arura to take place simultaneously on June 21, 2007 to approve the
Transaction. The Joint Management Information Circular is available at
www.sedar.com. It is contemplated that the Transaction will take place by the
amalgamation of Arura and LTT (the "Amalgamation") following the continuation
of LTT under the Canada Business Corporations Act.
The value of the transaction is estimated at $8,250,000 which will be
entirely paid by issuing to holders of Arura shares ("Arura Shares") an
aggregate of 55,041,660 common shares of the corporation resulting from the
Amalgamation ("Amalco") ("Amalco Shares") at a deemed price of $0.15 per
Amalco Share. Each of the 4,000,000 current outstanding shares of LTT will be
exchanged for one Amalco share upon Amalgamation. The private placement
described in the press release dated April 10, 2007 being fully subscribed for
gross proceeds of $2,000,000 (the "Private Placement"), an aggregate
additional 16,000,000 Amalco Shares to the holders of the Private Placement
Units will be issued at a deemed price of $0.125 per Amalco Share. Prior to
the exercise of the Amalco Warrants and of the agent's options being issued
pursuant to the Private Placement, a total of 79,041,660 Amalco Shares will be
outstanding post Transaction.
The Private Placement was raised by the issuance of subscription receipts
units (a "Unit"). Each Unit was issued by Arura at a subscription price of
$0.25 and, upon completion of the Transaction, will be exchanged by its holder
for two (2) common shares of Amalco (at a deemed subscription price of $0.125
for each Amalco Share) and one share purchase warrant of Amalco. Each warrant
will be exercisable for a period of 24 months after the closing of the
Transaction for one common share of Amalco at an exercise price equal to
$0.225 per Amalco share. The agents will receive a cash commission equal to 7%
of the gross proceeds received by Arura from the sale of the Units and agent's
options equal to 7% of the number of Units sold under the Private Placement.
Each agent's option entitles its holder to acquire one common share of Amalco
at a price of $0.125 and one-half of an Almalco share at a price of $0.225 per
Amalco Share, for a period of 24 months after the closing of the Transaction.
Arura is a specialty pharmaceutical company having its head office in the
city of Longueuil and consisting of two business units, namely an established
consumer health business unit manufacturing and distributing beauty and
personal hygiene products in Canada and in the United States and an emerging
specialty pharmaceutical business unit geared at acquiring and commercializing
established prescription drugs and medical devices in the oncology, wound care
and neurology sectors, amongst others.
For its fiscal year ended December 31, 2006, Arura consolidated audited
financial statements show revenue of $4,839,589 compared to $2,213,470 as of
December 31, 2005 and a consolidated loss of $1,053,587 compared to $821,289
as of December 31, 2005. The balance sheet contained in the consolidated
audited financial statements of Arura shows total assets in the sum of
$4,385,577 as of December 31, 2006 compared to $3,773,061 as of December 31,
2005, total liabilities of $3,260,100 as of December 2006 compared to
$2,166,283 as of December 31, 2005 and shareholders equity in the amount of
$1,125,477 as of December 31, 2006 compared to $1,606,778 as of December 31,
2005. In the last 24 months, Arura has completed equity financings totaling
$3.2 million to finance the acquisition and the growth of its consumer health
business unit and of its emerging specialty pharmaceutical business unit.
CPVC Financial Corporation, a Montreal-based corporation listed on the
TSX-V, is the only registered shareholder holding more than 10% of the issued
and outstanding shares of Arura and will be the only registered shareholder
holding more than 10% of the issued and outstanding shares of Amalco following
Proposed Management and Directors
As part of the completion of the Transaction, Arura's current management
will assume management responsibility of Amalco and, subject to the approval
of the shareholders of LTT and of Arura, Amalco's board of directors will be
comprised of the persons listed below. The following are brief descriptions of
the management team and the proposed nominees for directorships.
Ali Moghaddam, B. Com., CMA, Chief Executive Officer, President
Chartered Management Accountant and Commerce Bachelor, Mr. Moghaddam has
worked in the pharmaceutical industry for the last 15 years. From his
financing background, he has held since 1989 various positions with
established pharmaceutical entities including for Bristol-Myers Squibb (Pharma
Group) Canada that he joined in 1994 as Financial Analyst and where he held
the positions of Business Analyst and Business Development Manager until his
departure in December 1999 to take the position of Senior Director Corporate
Business Development at E-Z EM Inc. From 2002 to 2004, he was the President
and Chief Executive Officer of Chaichem Pharmaceutical Inc. where he achieved
commercialization of Chaichem Pharmaceutical's Taxane business in less than
12 months. Mr. Moghaddam is President and Chief Executive Officer of Arura
since its inception in 2005.
Pierre Fortin, B.Sc Chemistry, Chief Operating Officer
Chemistry Bachelor and holder of an administration diploma from the Ecole
des Hautes Etudes Commerciales, Mr. Fortin has worked in the pharmaceutical
industry for the last 25 years. He has held since 1979 various positions with
established pharmaceutical entities including for Mallinckrodt Medical Inc.
that he joined in 1979 as Supervisor Production and Maintenance (Chemical
division) and where he held the positions of Quality Assurance Manager,
Business Manager, (Nuclear Medicine division) and National Sales Manager until
his departure in December 1996 to take the position of President of Analex
Inc. that he held until 1999. From 1999 to 2001, he was Director, Strategic
Partnership and Innovation at Alcan Packaging before acting as Vice President
Sales and Marketing for confab Laboratories from 2001 to 2004. Mr. Fortin is
Chief Operations Officer of Arura since its inception in 2005.
Daniel Pharand, C.A., director and Chairman of the Board
Mr. Pharand is a Chartered Accountant with over 25 years of experience,
including as portfolio manager. Mr. Pharand was the Chief Financial Officer of
Pharmacia Canada and of Pharmacia KK (Japan). Mr. Pharand was involved with
Innovatech Grand Montreal over his 5 years as Portfolio Manager. Mr. Pharand
is presently Chief Strategic Officer at Cato Research, a contractual clinical
research Corporation with its headquarters in Durham, N.C.
Mr. Pharand also acted as a director and has served on various board
committees including publicly traded issuers such as Bio 1 Inc. (now Aurelian
Resources Inc. - TSX-V - ARU), Corautus Genetics Inc. (NASDAQ : VEGF) and LAB
International Inc. (TSX : LAB). Mr. Pharand is currently a director of Nevada
Exploration Inc. (TSX-V: NGE) and of Mistral Pharma Inc. (TSX-V: MPI).
Rudy Huber, B. Com., director
Mr. Huber has a Bachelor of Commerce degree from Concordia University in
Montreal and has held various sales and marketing positions for international
companies including Johnson & Johnson. He also became an entrepreneur and
co-owner of a Canadian distributor for a manufacturer of dental implant
components and related components, 3i Implant Innovations Inc., which is a
subsidiary of 3i Implant Innovations Inc., a Biomet company (Nasdaq: BMET).
Mr. Huber as Country Manager for Canada is responsible for both the strategic
and operational activities of the company. Mr. Huber also acted as a director
and has served on various board committees including publicly traded issuer
Nevada Exploration Inc. (TSX-V: NGE) and is currently a director of Biosyntech
Inc. (TSX-V: BSY).
Michel Normand, B. Sc. and M. Sc. (Psychology), director
Mr. Normand is the holder of a master degree (Psychology) obtained from
University Laval in 1972. With more than 35 years of experience in the
Hospital and Life Sciences distribution industry, Mr. Normand spent most of
his career in Hospital administration before joining McKesson Canada as
director, Hospitals Development and Professional Affairs in 1993 where his
business unit manages sales of more than $350,000,000 for fiscal year 2006.
Mr. Normand functions include, amongst others, dealing with the numerous
purchase corporations representing the various hospitals from the province of
Quebec to ensure optimised drug and medical device distribution to the clients
of McKesson Canada.
Jean-Francois Pelland. LL.B., D.E.S.S. Fisc., director and secretary
Member of the Québec Bar since 1994 and holder of a post-graduate tax
degree, Me Jean-Francois Pelland is a partner at McMillan Binch Mendelsohn
where he has a domestic and international business law practice with a strong
emphasis in the life sciences industry, representing local and international
clients (US, France, Japan, Germany, Barbados), including pre-clinical and
clinical contract research organisations, contractual manufacturing
corporations, bio-techs (drug development, formulation, drug-delivery
platforms), pharmaceutical companies and wholesalers, in addition to his more
general transactional experience in financing, M&A, and tax. Mr. Pelland is
currently a director of Nevada Exploration Inc. (TSX-V: NGE) and also acted as
a director of the pre-clinical contract research and drug development company,
LAB International Inc. (TSX: LAB) from 2002 to 2005.
Frank Puglisi, B. Sc. (Molecular Biology), Vice-President
Science (Molecular Biology) Bachelor, Mr. Puglisi has worked in the
pharmaceutical industry for the last 20 years. He has held since 1987 various
positions with established pharmaceutical entities including as hospital sales
representative for Parke Davis until 1992 when he left for Bristol-Myers
Squibb (Pharma Group) Canada that he joined as hospital sales representative
and where he occupied the positions of Associate Product Manager and Product
Manager (Oncology/Immunology), Marketing Manager (Oncology and Virology),
National Manager, (Pentaspan Business Unit/Oncology), Marketing Manager and
Director Marketing and Sales, (Oncology Business Unit) until his departure in
2005 to take the position of Vice-President Business Development with Arura.
Chantal Boutin, CA, Chief Financial Officer
Chantal Boutin is a Chartered Accountant with over 10 years of experience
as controller in various industries. Mrs. Boutin worked as an auditor for the
first few years of her career and joined the industry at Vachon (division of
Culinar) in 1997. She worked for Infiniti Foods, Machinerie Feuiltault Canada
Inc, Groupe de Construction National Inc. and more recently for Pratt &
Whitney Canada that she left to join Arura in 2006.
The Amalgamation requires the approval by LTT and Arura shareholders of
the amalgamation agreement entered into between LTT and Aura under which (a)
LTT will be continued under the Canada Business Corporations Act and
amalgamated with Arura to form Amalco; (b) the name of Amalco will be set to
"Arura Pharma Inc."; (c) the board of directors of Amalco will be formed of
the nominees agreed upon pursuant to the amalgamation agreement (as described
in this news release); and (d) such other matters as the parties may determine
is necessary or advisable. Special meetings of the shareholders of LTT and
Arura will be held simultaneously on June 21, 2007 for the purpose of
approving the foregoing items, all of which will take effect, if approved,
upon the completion of the Transaction.
Completion of the Transaction is also subject to a number of other
conditions, including but not limited to the satisfaction of the minimum
listing requirements of the TSX-V, TSX-V final acceptance of the Transaction
as LTT's qualifying transaction pursuant to its Policies and any other
required approvals or consents.
There can be no assurance that the Transaction will be completed as
proposed or at all.
The Transaction is not a "non-arm's length transaction" within the
meaning of Policy 2.4 of the TSX-V as the directors and officers of LTT have
no ownership or interest in Arura.
The TSX-V confirmed that no sponsor is required by the TSX-V in relation
with the Transaction, Such confirmation should not be construed as an
assurance with respect to the merits of the Transaction or the likelihood of
Investors are cautioned that, except as disclosed in the management
information circular and/or the 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, such as LTT, should be
considered highly speculative.
The TSX V has in no way passed upon the merits of the Transaction and
does not accept responsibility for the adequacy or accuracy of this press
All information contained in this news release with respect to LTT and
Arura was supplied by LTT and Arura, respectively, for inclusion herein, and
with respect to such information, LTT and its board of directors and officers
have relied on Arura.
The prospectus and the Joint Management Information Circular of LTT
Capital Corp. can be consulted on SEDAR's website at the address:
For further information:
For further information: David Patterson, Chief Executive Officer, LTT
Capital Corp., (604) 684-6535; Ali Moghaddam, Chief Executive Officer, Arura
Pharma Inc., (450) 442-2545 ext. 233, firstname.lastname@example.org