Ergoresearch to acquire Victhom
LAVAL, QC, April 24, 2013 /CNW Telbec/ - Ergoresearch Ltd. (TSXV: ERG)
("Ergoresearch") and Victhom Human Bionics Inc. (TSXV: VHB) ("Victhom") announced today that the Superior Court of Québec has issued a final
order approving the previously-announced plan of arrangement relating
to the acquisition by Ergoresearch Inc. (the "Purchaser"), a direct wholly-owned subsidiary of Ergoresearch, of Victhom. The
arrangement was approved by 94.9% of the votes cast by the common
shareholders of Victhom, 100% of the votes cast by the Series A
preferred shareholders and 97.5% of the votes cast, excluding
interested parties, by all shareholders; either present in person or
represented by proxy at the special meeting held on April 23, 2013.
Closing of the transactions contemplated by the plan of arrangement is
expected to occur on April 26, 2013. Victhom will amalgamate with the
Purchaser and the amalgamated entity will be a wholly-owned subsidiary
of Ergoresearch, operating under the name "Victhom Laboratory Inc.".
Current holders of common shares of Victhom will receive $0.08 in cash
per share and current holders of the class A preferred shares of
Victhom will receive a cash amount equal to $2,556,188 divided by the
number of issued and outstanding series A preferred shares on closing
of the arrangement.
Ergoresearch is acquiring a company with no long-term debt on its
balance sheet, cash on hand of approximately $1.3 million and a
portfolio patents in the field of orthotics and prosthetics via
worldwide license with Ossur and Otto Bock. This transaction will
positively impact Ergoresearch's cash flow immediately, given that
administrative synergies are already in place. Ergoresearch also
announced that the Purchaser has entered into a consulting agreement
and a services and royalty agreement with Normand Rivard to ensure a
proper transition of the transfer of the technologies and know-how to
Ergoresearch.
The common shares of Victhom will be delisted from the TSX-V and the
resulting amalgamated entity will obtain private corporation status.
Sylvain Boucher, President and Chief Executive Officer of Ergoresearch
and the Purchaser, said: "This acquisition enriches Ergoresearch's
offering by reinforcing our position as a leader in the field of
manufacture of "intelligent" foot orthotics and specialty orthotics.
The complementary nature of our technology and our expertise will allow
us to offer an even wider range of solutions to our customers and to
better position Ergoresearch in terms of future national and
international development," he said, noting that an integration plan
deriving maximum combined capacity of both companies is already in
progress.
"We are delighted to integrate Victhom's expertise into our research and
development unit. Its innovative bionic devices are among the most
advanced in the world, including the Power Knee, the only motorized
prosthetic artificial intelligence for amputees above the knee."
The marketing of this product is expected to accelerate in the coming
months now that Ossur, partner and global licensee of the Power Knee,
has received the reimbursement code by the Centers for Medicare &
Medicaid Services (CMS). "Obtaining this code was a crucial milestone
for the more mainstream adoption of this innovative product. It
confirms that the benefits offered by bionic products represent the
future of prosthetics and it reinforces our confidence in the royalty
potential that can be generated by sales of the Power Knee," concluded
Mr. Boucher.
McCarthy Tétrault LLP is acting as legal counsel to Victhom and Fasken
Martineau DuMoulin LLP is acting as legal counsel to the Purchaser and
Ergoresearch.
This is not an invitation to purchase securities listed on TSX Venture
Exchange. TMX Group and its affiliates do not endorse or recommend the
referenced securities. Please seek professional advice to evaluate
specific securities.
Forward-Looking Statements
This press release contains forward-looking statements relating to the
proposed closing of the transaction. Statements based on
Ergoresearch's, the Purchaser's and Victhom's management's current
expectations contain known and unknown inherent risks and uncertainties
and no assurance can be given that potential future results or
circumstances will be achieved or will occur. The reader should not
place undue faith in forward-looking information. Management disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
circumstances.
About Ergoresearch
Ergoresearch has developed Quebec's leading network of orthotics
clinics, with over 100 corporate and satellite centres under the
Clinique du pied Équilibre, Orthoconcept, Podotech and Laboratoire
Langelier banners. The leading manufacturer of "intelligent" foot
orthotics and specialty orthotics, it is a trend-setter in creating
durable medical equipment and software for the orthopedics market.
Ergoresearch has developed and commercialized Expert-Fit™, the first
robotized custom-fit orthotics manufacturing software program, launched
the first Living Lab in Canada and more recently, a new generation of
world-patented orthotic device called the OdrA, that revolutionizes the
treatment of pain associated with knee osteoarthritis. Ergoresearch Ltd
is listed on the Toronto Stock Exchange (TSXV) under the symbol ERG.
About Victhom
Victhom is a company which owns patents in the field of
orthotics and prosthetics ("O&P"), including intellectual
property used in the POWER KNEE, the world's first and only
motor-powered prosthesis for above-knee amputees, a product distributed
under license agreement by Ossur, a global leader in the O&P market.
The Company also has a royalty agreement related to the Neurostep®
System and neuromodulation products in other indications (sleep
apnea and epilepsy) using the Neurobionix technology platform
under development by Neurostream Technologies, a General
Partnership now owned by Otto Bock, a global leader in the
O&P market.
Neither 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 or accuracy of this release.
SOURCE: VICTHOM HUMAN BIONICS INC.
