Foccini International Inc. ("Foccini" or the "Company")(TSX
VENTURE: FOI) announces it has sold its 100% stake in its operating
subsidiary, Foccini Trade GmbH ("FT") after receiving approval from
both the TSX Venture Exchange and disinterested shareholders at the
Company's annual and special meeting of shareholders held
yesterday. The Company now plans to proceed with the exercise of
its option to purchase 100% ownership of Arch Biotech Inc. (the
"Option"), a company specializing in biomedical technology and drug
development. The general terms of the Option were previously
disclosed to the market on May 6, 2009.
The Company intends to submit a change of business application
("COB Transaction") pursuant to TSX Venture Exchange (the "TSXV")
Policy 5.2 - Changes of Business and Reverse Takeovers in
connection with its intended exercise of the Option.
About Arch Biotech
Arch is a private corporation, established in 2006 by University
of Calgary ("University") based scientists Drs. Paul Beck, Daniel
Muruve, and Justin Macdonald to oversee the commercial development
of biomedical technology created at their University labs until
such technology can be sold or licensed to suitable partners.
Its shareholders include: Mr. Jerome McElroy, co founder of
several biotech companies including, among others, MDS Health
Services and Helix Bio Pharma; Dr. Richard Rossman and Mr. Conor
Gunne, who served as directors of Helix Bio Pharma from 1995 to
2007; as well as Dr. Daniel Muruve, Dr. Beck and Dr. MacDonald and
Richard Muruve, a current director of Foccini.
Six of the seven shareholders of Arch are residents of either
Ontario or Alberta. Mr. Gunne is a resident of Ireland.
Arch's activities to date are concentrated in the areas of
chronic inflammation and in particular, as inflammation relates to
chronic kidney disease and gastrointestinal disease. These are
areas in which Arch's principals have both extensive laboratory and
clinical expertise.
Continuing research activities funded by the company will be
conducted in the foreseeable future at the University pursuant to
arrangements disclosed in a Foccini press release on June 24,
2009.
The main items of value in Arch currently include, among other
things: intellectual property; human capital; exclusive employment
contracts; IP contracts; an arrangement to sponsor research at the
University and the reputations of principals, directors and
scientists.
Additionally, there has been over $3 million of audited past
research expenditures at the University on the technology on which
the Arch research and development program is recommended. The funds
were the result of grants awarded to the individual Arch founding
scientists.
The principals of Arch also have significant experience in
global drug development having been involved in the successful
development and sale of several pharmaceutical products.
Comment Regarding Arch Financial Information
The current balance sheet of Arch does not show a build up
material assets such as buildings and equipment as any facilities
used for continuing research will be owned by the University. Nor
has Arch accumulated any material liabilities to date as result of
its anticipated research activities with the University. On the day
of closing of the intended COB transaction, the material items of
the Arch balance sheet will include cash, goodwill and
shareholders' equity. Arch does not expect to have material
liabilities in the near term.
Arch financial statements currently have a year end of September
30 and have been audited the last three years.
Terms of the Change of Business Transaction
Upon exercise of the Option, Foccini proposes to issue up to
15,776,000 common shares of Foccini to the sellers of Arch in
exchange for all of the issued and outstanding common shares of
Arch. Of such total, Foccini proposes to issue 14,200,000 common to
the seven principal shareholders mentioned above and the remaining
1,576,000 common shares to the University. The exact and final
deemed share price to be used in the valuation of the COB
Transaction and the issuance of these new shares will depend on the
final negotiated share price of the private placement mentioned
below to close in conjunction with the COB Transaction.
There will be no other consideration paid for the purchase of
Arch Biotech Inc.
Financing Arrangements in Conjunction with COB
In conjunction with the COB Transaction, Foccini intends to
raise up to $5 million via a private placement. The Company intends
to close the proposed private placement concurrently with the
closing of its acquisition of Arch and the COB Transaction. The
proceeds from the proposed private placement will be used for
funding the research programs conducted by Arch and general and
administrative expenses.
The Foccini common shares issued in connection with the proposed
private placement will be subject to a four month hold period.
Closing of the proposed private placement is subject to certain
conditions including, among others, the receipt of all necessary
approvals including the approval of the TSXV.
Sale of Merchandising Business
The Company has sold its fully owned subsidiary Foccini Trade
GmbH ("FT") to its founder and current Chief Executive Officer,
Christian Jagerhofer. Disinterested shareholder approval of this
agreement was received at the Company's annual and special meeting
of shareholders held on June 29, 2009 in Toronto Ontario. Mr.
Jagerhofer immediately resigned his positions as a director and as
Chief Executive Officer of the Company following the approval of
the disposition by the TSXV.
In connection with the disposition of FT, Mr. Jagerhofer
tendered 1,000,000 Foccini common shares for cancellation and
concurrently releases and indemnifies Foccini in connection with
all liabilities relating to past and future operations of the FT.
All inter-company balances between Foccini and the FT will be
written down to zero. The net amount of intercompany balances as at
March 31, 2009 is approximately $42,000 owed by FT to the
Company.
FT is an Austrian based merchandising, design and advertising
company which focuses on strengthening the brands of corporate
clients. For more information on the business operations of FT
please refer to Foccini's audited annual and first quarter 2009
financial statements and Management Discussion and Analysis
available under the Company's profile at www.SEDAR.com.
The sale of FT is independent of the proposed acquisition of
Arch.
Non Arm's Length Parties
Richard Muruve is a director of Foccini and a director of Arch.
He is also a brother of Dr. Daniel Muruve, one of the vendors of
Arch. As such, Richard Muruve may be considered to be a non-arm's
length party to the proposed acquisition of Arch and as a result
will abstain from voting on any shareholder vote relating to
Foccini's acquisition of Arch.
Sponsor
The Company has retained Wellington West Capital ("WWC") to act
as Sponsor in connection with the acquisition of Arch and the COB
Transaction. WWC will have been paid a total of $20,000 plus GST to
complete a sponsorship report in connection to the COB Transaction
for the Exchange.
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. 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 COB may not be accurate or complete and should not be relied
upon. Trading in the securities of Foccini International Inc should
be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Wellington West Capital, subject to completion of satisfactory
due diligence, has agreed to act as sponsor to Foccini in
connection with the transaction. An agreement to sponsor should not
be construed as any assurance with respect to the merits of the
transaction or the likelihood of completion.
For more information on Foccini, please consult the other public
documents filed on SEDAR at www.sedar.com.
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward looking statements that involve
various risks and uncertainties, including, without limitation,
statements regarding the future plans and objectives of the
Company. There can be no assurance that such statements will prove
to be accurate. Actual results and future events could differ
materially from those anticipated in such statements. These and all
subsequent written and oral forward-looking statements are based on
the estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements
should circumstances or management's estimates or opinions
change.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy of this
release.
Contacts: Foccini International Inc. Richard Muruve Director
(647) 428 7031
Foccini International (TSXV:FOI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Foccini International (TSXV:FOI)
Historical Stock Chart
From Jul 2023 to Jul 2024