/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, May 7 /CNW/ - Response Biomedical Corporation (TSX: RBM,
OTCBB: RPBIF) (the "Company") announced today that it has entered into an
underwriting agreement with Haywood Securities Inc. ("Haywood") in connection
with its previously announced marketed public offering (the "Offering") of
units ("Units"). The Company and Haywood have agreed that the Company will
issue 73,333,333 Units at a price of C$0.15 per Unit (the "Offering Price")
for gross aggregate proceeds of C$11 million. Each Unit will consist of one
common share (each a "Common Share") and one-half of one common share purchase
warrant (each a "Warrant"). Each whole Warrant will entitle the holder thereof
to purchase one additional Common Share at a price of C$0.25 for a period of
24 months from the closing date of the Offering.
The Company has also granted to Haywood an over-allotment option to
purchase an additional 11 million Units (representing 15% of the total number
of Units offered) at the Offering Price.
The Units are being offered by way of a short form prospectus in each of
the provinces and territories of Canada, other than Québec. The Offering is
scheduled to close on or about May 21, 2009 subject to certain closing
conditions as described in the preliminary short form prospectus dated May 5,
2009 and receipt of all necessary regulatory approvals, including the approval
of the Toronto Stock Exchange ("TSX").
An amended and restated preliminary short form prospectus relating to the
Offering will be filed with securities commissions or similar authorities in
each of the provinces and territories of Canada, other than Québec. Copies of
the preliminary short form prospectus and the amended and restated preliminary
short form prospectus may be obtained upon request and without charge from
Haywood. Copies of the preliminary short form prospectus and the amended and
restated preliminary short form prospectus may also be obtained under the
Company's profile on SEDAR (www.sedar.com).
Net proceeds of the Offering will be used primarily for general operating
expenses and a small percentage for capital acquisitions related to
manufacturing capacity expansion to meet product demand created by our
corporate partnerships with Roche Diagnostics, 3M Health Care and Shionogi &
About Response Biomedical
Response Biomedical develops, manufactures and markets rapid on-site
diagnostic tests for use with its RAMP(R) Platform for clinical and
environmental applications. RAMP(R) represents a new paradigm in diagnostics
that provides high sensitivity and reliable information in minutes. It is
ideally suited to both point-of-care testing and laboratory use. The RAMP(R)
system consists of a Reader and single-use disposable test cartridges, and has
the potential to be adapted to more than 250 medical and non-medical tests
currently performed in laboratories. RAMP(R) clinical tests are commercially
available for the early detection of heart attack, congestive heart failure
and influenza through our commercial partners, 3M Health Care and Roche,
In the non-clinical market, RAMP(R) Tests are currently provided for the
environmental detection of West Nile Virus, and Biodefense applications
including the rapid on-site detection of anthrax, smallpox, ricin and
botulinum toxin. Several other product applications are under development.
Response has achieved CE Marking for its Reader and clinical tests and its
Quality Management System is registered to ISO 13485: 2003 and ISO 9001: 2000.
The RAMP(R) Influenza A/B Assay and RAMP 200 reader are not yet licensed for
clinical use in Canada.
Response Biomedical is a publicly traded company, listed on the TSX under
the trading symbol "RBM" and quoted on the OTC Bulletin Board under the symbol
"RPBIF". For further information, please visit the Company's website at
This press release does not constitute an offer to purchase securities.
The securities to be offered in the offering have not been and will not be
registered under the United States Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United States or
to, or for the benefit or account of, a U.S. person, except pursuant to an
available exemption from such registration requirements.
Statements contained in this press release relating to future results,
events or developments, for example, statements containing the words
"believes," "may," "could", "plans," "will," "estimate," "continue,"
"anticipates," "intends," expects", "goal" and similar expressions, are
"forward-looking statements" or "forward-looking information" under applicable
United States and Canadian securities laws. Forward-looking statements or
information may involve, but are not limited to, comments with respect to the
planned financing, our planned activities, business plan and strategies and
their future implementation, and our expectations for our financial condition
and the results of, or outlook for, our business operations generally.
Forward-looking statements or information subject to the related assumptions
made by us and involve known and unknown risks, uncertainties and other
factors that may cause actual results, events or developments to be materially
different from those expressed or implied by such statements or information.
Many of such risks, uncertainties and other factors form part of our
underlying assumptions, and include, among other things, financial risks that
would affect our operations such as our limited available working capital and
cash flows and whether and for how long available funds will be sufficient to
fund our operations and our ability to raise additional capital as and when
needed; our need for substantial additional funding to conduct research and
development and commercialization activities; current financial market
conditions which may negatively affect our ability to obtain financing; our
ability to meet the continued listing requirements of the TSX under its
ongoing delisting review; changing facility costs and other risks relating to
our facilities expansion plans; our ability to establish, and our dependence
upon, relationships with strategic alliance partners to develop and
commercialize products; technological changes that impact our existing
products or our ability to develop and commercialize our products; our ability
to obtain and enforce timely patent and other intellectual property protection
for our technology and products; our ability to obtain and maintain rights to
technology from licensors; liability for patent, product liability and other
claims asserted against us; commercialization limitations imposed by patents
owned or controlled by third parties; technical risk in research and
development; adverse results or unexpected delays in product development and
clinical trials; our ability to retain, and our reliance upon, third party
suppliers, manufacturers, distributors and alliance partners; our ability to
attract and retain qualified personnel; our ability to effectively and
efficiently manage the planned growth of our operations; our ability to
obtain, and the timing of, necessary regulatory approvals; our ability to
profitably sell our products at prices that would be acceptable to third-party
reimbursement programs; competition including competition from others with
significantly more resources; market acceptance of our products and the size
of our markets; changes in business strategy or development plans; changes in,
or the failure to comply with, governmental regulations; fluctuations in
interest rates and foreign exchange rates; seasonality including government
budget cycles; general economic and business conditions where we operate; and
other factors referenced in our annual report, our Annual Information Form
(AIF) (Form 20-F in the U.S.) and other filings with Canadian and United
States securities regulatory authorities.
Given these uncertainties, assumptions and risks, readers are cautioned
not to place undue reliance on such forward-looking statements or information.
We disclaim any obligation to update, or to publicly announce any revisions
to, any such statements or information to reflect future results, events or
developments, except as required by law.
For further information:
For further information: Bill Wickson, Director, Investor Relations,
Response Biomedical Corporation, Tel (604) 456-6073, Email: