SHAREHOLDERS MUST KNOW THE REAL FACTS AND NOT TENDER SHARES
DiagnoCure has received a total of approximately $2,300,000 in PCA3 royalties from Hologic for the years 2012 to 2015, an average of $575,000 per year. The percentage of these royalties on PCA3 sales is 8%. Therefore for each $1,000,000 of PCA3 sales, DiagnoCure is paid $80,000 in royalties. 7 times $80,000 gives $560,000, so close to $575,000. This being said, Hologic has recorded an average just a little over $7,000,000 in PCA3 sales for each 2012, 2013, 2014 and 2015 years. Hologic wants to pay DiagnoCure CAN $5,500,000 (below 1 year of PCA3 sales), be granted a right of first refusal for the PCP asset and agree to surrender for cancellation 4,900,000 preferred shares held by Gen-Probe. The PCP asset has nothing to do with the PCA3 asset and DiagnoCure should not include in this package. Hologic is simply taking advantage, abusing of DiagnoCure's frail financial situation to try to grab its assets for a song. No way. No thank you. What is also ackward, illogic, is that the proposed PCP License Notice, which has an undisclosed amount in DiagnoCure's Management Information Circular sent to shareholders, states that if Gen-Probe does not elect to enter into the PCP License, DiagnoCure will have the right to enter into a PCP License with the proposed third party licensee, provided that this license shall not be on terms and conditions more favourable to the licensee that those contained in the PCP License Notice. This is insane, as Hologic is wasting DiagnoCure's time in searching for a licensee, hoping to get a more favourable offer than from Hologic and ultimately Hologic is dictating, forbidding DiagnoCure not to conclude an offer with another company on terms and conditions more favourable to the licensee than those contained in the PCP License Notice. There is, in this context, no use for DiagnoCure to search for a better PCP offer. Normally, a right of first refusal would give Hologic the right to match a better offer received by DiagnoCure but not to submit DiagnoCure not to accept a higher offer than Hologic. It is ridiculous. As for BlackRock, an important shareholder with 6,843,030 shares (15.89%), it has not been released whether it will vote for the transaction? It was probably approached but has not yet committed itself. A number of 17,788,398 common shares (beside the 10,760,346 shares held by Todd Axelrod and DiagnoCure's managers/officers, that are subject to a lock-up agreement) must be tendered for the transaction to be approved. I AM URGING SHAREHOLDERS NOT TO TENDER THEIR SHARES, AS HOLOGIC WILL END UP INCREASING ITS OFFER.