MedMira Completes Acquisition of SensorChem
February 23 2006 - 3:11PM
PR Newswire (US)
HALIFAX, Feb. 23 /PRNewswire-FirstCall/ -- MedMira Inc.,
("MedMira") (TSX Venture: MIR, NASDAQ: MMIRF) the global market
leader in premium rapid diagnostic solutions, announced today that
it has closed the transaction to acquire SensorChem International
Corp. ("SensorChem"), that was announced on December 15, 2005. "We
are very excited about the completion of the SensorChem
acquisition," said Stephen Sham, chairman and CEO, MedMira. "Our
new division, Maple BioSciences, will focus on the
commercialization of the breakthrough technologies developed by
SensorChem, bringing to market a new product line and further
strengthening MedMira's world class suite of diagnostic products."
Under the terms of the acquisition agreement, MedMira has acquired
all of the outstanding common shares of SensorChem, and retired
$1,374,129 in SensorChem debt and preferred share interests for
total consideration of $2,063,729. As consideration for the
transaction, including the debt retirement, MedMira has issued
2,948,184 common shares at a price of $0.70, including 409,973
common shares to a director of MedMira. Under the terms of the
acquisition agreement, certain shareholders have agreed to trading
restrictions where 2,373,042 of the shares issued cannot be traded
for 180 days from the date of closing and 470,000 shares will be
restricted from trading for up to 3 years from the date of closing.
This transaction was subject to the provisions of National
Instrument 61-501. Certain aspects of the National Instrument that
apply to "related party" transactions were not applicable. The
Company relied on certain exemptions from this National Instrument,
specifically an exemption from the valuation requirement in Section
5.4, by virtue of Paragraph 5.5(2), and an exemption from the
minority shareholder approval requirement in Section 5.6, by virtue
of Paragraph 5.7(2). In both cases the Company qualifies for an
exemption as this transaction represents less than 25% of the
market capitalization of MedMira. In addition, the transaction was
subject to the review and approval of the Board of Directors
without the participation of the director of the Company who was a
related party of SensorChem. About MedMira MedMira is the leading
global manufacturer and marketer of in vitro flow- through rapid
diagnostic tests. MedMira's tests provide reliable, rapid diagnosis
in just 3 minutes for the detection of human antibodies in human
serum, plasma or whole blood for diseases such as HIV and hepatitis
C. The United States FDA and the SFDA in the People's Republic of
China have approved MedMira's Reveal(TM) G2 and MiraWell(R) rapid
HIV tests, respectively. MedMira's Reveal(R) G2 and MiraWell(R)
rapid HIV tests are currently used in clinical laboratories,
hospitals, and clinics where professional counselling and patient
treatment are immediately available. The MiraCare(TM) Rapid HIV
Antibody Test, MedMira's over-the-counter (OTC) product, is
available in pharmacies throughout Hong Kong and Macao Special
Administrative Regions, in the People's Republic of China. MedMira
delivers rapid diagnostic solutions to healthcare communities
around the globe. Its corporate offices and manufacturing
facilities are located in Halifax, Nova Scotia, Canada with a
representative office in Guilin, China. This news release contains
forward-looking statements, which involve risk and uncertainties
and reflect the company's current expectation regarding future
events. Actual events could materially differ from those projected
herein and depend on a number of factors including, but not limited
to, changing market conditions, successful and timely completion of
clinical studies, uncertainties related to the regulatory approval
process, establishment of corporate alliances and other risks
detailed from time to time in the company quarterly filings. The
TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this statement. For
more information visit MedMira's website at
http://www.medmira.com/. DATASOURCE: MedMira Inc. CONTACT: Dr.
James Smith, Investor Relations, Tel: (902) 450-1588, E-mail: ;
Andrea Young, Corporate Communications, Tel. (902) 450-1588, Email:
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