Enhance Skin Products Inc. Announces a Strategic Collaboration
With Integumen Limited and Asset Sale
RENO, NV-(Marketwired - Oct 4, 2016) - Enhance Skin Products
Inc., (OTC PINK: EHSK) is pleased to make the following
announcement:
Signature of Asset Purchase Agreement
Enhance Skin Products Inc., a pioneer in hyaluronan ("HA")
research and development for deep hydration of the skin, announces
that it has entered into a conditional Asset Purchase Agreement
("APA") with Integumen Limited ("Integumen") under which it will
sell substantially all of the Company's assets under a plan of
reorganization. The consideration payable under the APA is a sum
equal to 3,030,000 ($3,939,000), subject to adjustment depending on
the level of Enhance' s current liabilities as at completion. The
consideration is comprised of 2,715,000 ($3,529,500 ), subject to
any adjustment under the APA and less all sums due and owing under
the note owing from the Company to Integumen, to be settled by the
allotment of ordinary shares of Integumen at a price of 1 per share
at par credited as fully paid, and the assumption of certain
liabilities of the Company up to the value of 315,000
($409,500).
The APA is subject to shareholder approval and the company
complying with all applicable state and federal law related to such
sale.
On October 4, 2016 Venn Life Sciences (AIM: VENN), a United
Kingdom Contract Research Organisation providing drug development,
clinical trial management and resourcing solutions to
pharmaceutical, biotechnology and medical device clients, announced
that its wholly owned subsidiary, Venn Life Sciences Limited, has
entered into a conditional agreement with Integumen under which it
and Lynchwood Nominees Limited, as custodian for the Helium Rising
Stars Fund would sell the entire issued share capital of Innovenn
UK Limited ("Innovenn"), for a total consideration of up to 4.7
million.
The consideration for Innovenn has been agreed at 4,740,000,
subject to adjustment depending on the level of Innovenn's current
liabilities as at completion. Part of the consideration for the
Sale will be settled by the assumption by Integumen of 146,032 of
Innovenn's debt, with the balance of 4,593,968 being settled by the
allotment of ordinary shares of 1.00 each in the capital of
Integumen at par credited as fully paid. The Innovenn sale is
subject to the approval of the shareholders of Venn
Innovenn was founded by Venn in 2014 as an innovation vehicle
dedicated to the development and marketing of healthcare products
and technologies. Innovenn acquired Labskin, a living skin model,
and an anti-acne formulation and since acquisition has invested in
the further development and commercialisation of these assets.
Integumen Limited was established on May 28, 2016 for the
purpose of building a business in the area of Human Surface
Science. Integumen plans to acquire the business of Innovenn,
Enhance and complementary businesses in the areas of Skin Science,
Oral-health and Wound-care. The acquisition of Innovenn and other
businesses is to be completed by way of the issue of new shares in
Integumen. Integumen plans to seek admission of its shares to
trading on AIM and plans to raise capital to fund the future
development and commercialisation of the technology portfolio.
Integumen has appointed advisors in this regard. Prior to a
potential listing and fundraise Integumen will fund its activities
out of existing cash reserves and a bank loan facility for EUR 1m
which Venn currently guarantees.
In addition to the acquisition of Innovenn, Integumen is in the
process of acquiring three additional businesses. The first of
these transactions is the acquisition of the Enhance business.
In addition to Innovenn and the Enhance asset purchase,
Integumen has agreed terms to acquire a European based Oralhealth
company. The purchase is to be by way of a purchase of shares and
Integumen is targeting the completion of this transaction in the
coming weeks. The target currently has an oral hygiene product in
the market place with international distribution.
Finally, Integumen intends to complete the acquisition of a
woundcare business with products in development in the areas of
wound diagnostics and infection control. This acquisition is to be
completed by way of a purchase of shares and Integumen expects to
complete this transaction in the coming days.
On completion of the aforementioned transactions, Integumen
would have a portfolio of intellectual property and products across
four complementary healthcare sectors.
On completion of all four transactions Venn and Enhance would
own approximately 30% and 24%, respectively, of the equity of the
combined businesses, subject to any adjustments under the APA.
Although the Board understands that Integumen intends to enter
into the above transactions there is no guarantee that all or any
of these will be completed.
The UK Pound Sterling () amounts have been converted into US
dollars at the closing US$/ sterling interbank spot rate on
September 30, 2016 of 1.3 for the convenience of readers.
Donald Nicholson, Enhance's President & CEO stated that " we
are delighted to have entered into this strategic collaboration
with Integumen Limited. The combined businesses should benefit
from: diversified risk; existing sales of products and services;
"cross-franchise" opportunities to incorporate patented
technologies into new products; access to a wider range of core
skills (including marketing, development and formulation) and
critical mass for enhanced access to capital."
Declan Service, Integumen's CEO stated " we see Enhance's
Visible Youth assets as a key component of the Integumen Group. The
consolidation of branded products at different stages of
commercialization, within a niche range of commercial markets
should enable the combined group to build a sustainable business
focused on the consumer and professional OTC healthcare
markets".
Visible Youth
The Visible Youth consumer and professional skincare lines are
based on a patented synergistic combination of Hyaluronic Acid and
bioactive glass micro particles created by one of the world's
leading authority in hyaluronic technologies. The brand has a
pharmaceutical, research driven heritage based on over 30 years of
pioneering research.
The Visible Youth skin care lines only utilize high purity,
medical-grade HA of a specific combination of grade, purity and
molecular size to provide optimum hydration and targeted dermal
delivery. HA is a known anti-oxidant with moisturising,
anti-wrinkle and dermal delivery properties. Bioactive glass micro
particles have established strong anti-oxidant, anti-redness,
anti-wrinkle, mineral enhancement properties and have strong
anti-inflammatory activity. The patented HA Bioglass combination is
unique to Enhance. The Visible Youth formulations also include
additional naturally derived ingredients specific to each skin care
need.
Intellectual Property
Base patents for a stable cosmetic composition of HA and
bioactive glass have been granted to Enhance in the USA, Australia,
New Zealand, China and Japan. We are in final stages of patent
prosecution in the European Union and Canada. The Company has also
filed an International patent application for the use of HA and
bioactive glass to enhance and extend the anti-wrinkle effects of
cosmetic treatments associated with aesthetic injectables such as
Botox (botulinum toxin) and cosmetic dermal fillers. The Visible
Youth Trademark has been granted in USA, EU, Canada, France, Japan
& Switzerland. A trademark application is currently in process
in China.
Certain statements contained in this document include
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are usually accompanied by words such as "anticipate,"
"believe," "estimate," "may," "intend," "expect", "potential" and
similar expressions. EHSK's actual results could differ materially
from its historical results or from results implied by such
forward-looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results to be materially different from any future
results implied by the forward-looking statements. Such factors
include, but are not limited to, the risks and uncertainties
identified by EHSK under the headings "Risk Factors" in its filings
with the SEC. Forward-looking statements may also include, but are
not limited to, statements about its funding activities, the
current and future economic environment affecting EHSK and the
markets it serves; the timely development, production and
acceptance of new products and services; the timely grant of
patents, the ability to attract development and marketing partners,
sources of revenue and anticipated revenue, including the
contribution from the growth of new products, services and markets;
plans for future products and services and for enhancements to
existing products and services; EHSK's ability to attract or retain
customers; the outcome of any existing or future litigation; and
EHSK's ability to increase its productivity and capacity. Undue
reliance should not be placed on any of EHSK's forward-looking
statements. Except as required by law, EHSK undertakes no
obligation to update or announce any revisions to its
forward-looking statements, whether as a result of new information,
future events or otherwise.
*Botox is a registered trademark of Actavis (formerly Allergan
Inc.).
Contact Information
For your information: Enhance Skin Products Inc. 50 West Liberty
Street, Suite 880, Reno,Nevada 89501 www.visibleyouth.com Tel:
416-306-2493