Kane Biotech Announces Agreement in Principle for the Sale of its Interest in STEM Animal Health
April 11 2024 - 8:45AM
Kane Biotech Inc. (TSX- V:KNE; OTCQB:KNBIF) (the
“
Company” or “
Kane Biotech”)
announces today that it has reached an agreement in principle for
the sale of its entire interest (the “
Interest”)
in STEM Animal Health Inc. (“
STEM”) to a third
party multi-national pharmaceutical company (the
“
Purchaser”) on a cash-free debt-free basis for US
$8,000,000 (the “
Transaction”), subject to
adjustments in accordance with the terms of the agreement in
principle, as well as other consideration including the net cash
held in STEM (estimated at CND $600,000) and a working capital
adjustment (estimated at CND $350,000). Overall, it is anticipated
that the sale of STEM Animal Health will net Kane Biotech in excess
of CND $11,500,000 (including the cash deposits already received,
as noted below). The Purchaser is not a Non-Arm’s Length Party (as
that term is defined by the TSX Venture Exchange) of the Company.
In connection with the Transaction, but not
included in the net amount of the sale, the Company will be
eligible for a US $750,000 sales-based milestone payment and will
also be entering into product development and transitional
manufacturing agreements with STEM.
The Company anticipates using the net proceeds
from the Transaction to repay its outstanding loan to Pivot
Financial I Limited Partnership in the amount of approximately CND
$6,700,000, and for general working capital purposes.
Prior to the completion of the Transaction, as
previously announced, the Company received an aggregate of US
$1,525,000 from the Purchaser in cash deposits that it applied
towards the sale price for the Interest. Accordingly, the Company
is expected to receive US $6,475,000 upon the completion of the
Transaction.
“We are pleased with the outcome of this
transaction,” said Marc Edwards, President & CEO of Kane
Biotech. “Kane Biotech will be receiving full value for the
successful animal health business that it created allowing the
Company to significantly strengthen its balance sheet and narrow
its focus on human health biofilm solutions.”
Prior to the completion of the Transaction, the
Company owned a 2/3 interest in STEM. The remaining 1/3 interest
was owned by an arm’s length third party.
In accordance with the policies of the TSX
Venture Exchange, the Transaction must be consented to by
shareholders of the Company holding over 50% of the common shares
of the Company due to the fact that the Transaction constitutes a
sale of more than 50% of the Company’s assets, business or
undertaking. The Company anticipates that it will be able to
satisfy this requirement through the written consent of
shareholders of the Company holding more than 50% of the common
shares of the Company.
The closing of the Transaction is subject to the
approval of the TSX Venture Exchange.
About Kane Biotech
Kane Biotech is a biotechnology company engaged
in the research, development and commercialization of technologies
and products that prevent and remove microbial biofilms. The
Company has a portfolio of biotechnologies, intellectual property
(67 patents and patents pending, trade secrets and trademarks) and
products developed by the Company's own biofilm research expertise
and acquired from leading research institutions. StrixNB™,
DispersinB®, Aledex™, bluestem™, bluestem®, silkstem™, goldstem™,
coactiv+™, coactiv+®, DermaKB™, DermaKB Biofilm™, and revyve™ are
trademarks of Kane Biotech Inc. The Company is listed on the TSX
Venture Exchange under the symbol "KNE" and on the OTCQB Venture
Market under the symbol “KNBIF”.
For more information:
Marc Edwards |
Ray Dupuis |
Chief Executive Officer |
Chief Financial Officer |
Kane Biotech Inc |
Kane Biotech Inc |
medwards@kanebiotech.com |
rdupuis@kanebiotech.com |
|
|
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Caution Regarding Forward-Looking
InformationThis press release contains certain statements regarding
Kane Biotech Inc. that constitute forward-looking information under
applicable securities law. These statements reflect
management’s current beliefs and are based on information currently
available to management. Certain material factors or assumptions
are applied in making forward-looking statements, and actual
results may differ materially from those expressed or implied in
such statements. These risks and uncertainties include, but are not
limited to, risks relating to the Company’s: (a) financial
condition, including lack of significant revenues to date and
reliance on equity and other financing; (b) business, including its
early stage of development, government regulation, market
acceptance for its products, rapid technological change and
dependence on key personnel; (c) intellectual property including
the ability of the Company to protect its intellectual property and
dependence on its strategic partners; and (d) capital structure,
including its lack of dividends on its common shares, volatility of
the market price of its common shares and public company costs.
Further information about these and other risks and uncertainties
can be found in the disclosure documents filed by the Company with
applicable securities regulatory authorities, available
at www.sedarplus.ca. The Company cautions that the foregoing
list of factors that may affect future results is
not exhaustive.
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