Avagenesis Corp. to Acquire Curastem Biomedical Corp.
Calgary, Alberta (FSCwire) - Avagenesis Corp. (“Avagenesis” or the “Company”) (TSXV: VVA) today announced that pursuant to the terms of a share purchase agreement executed today, the Company will be issuing 1,000,000 common shares as consideration for the acquisition of all of the issued and outstanding shares of Curastem Biomedical Corp. ("Curastem"), a Vancouver, BC based biotechnology company that has the exclusive global license for the bioprocessing and cell isolation market for burn management.
Dr. Richard Cook, the Chief Medical Officer of Avagenesis, stated: "The acquisition of Curastem delivers a medical market to Avagenesis which is extremely synergistic with our medical cosmetic markets. We believe that significant shareholder value can be created through accelerated, but calculated, validation of this technology in burn management in the short term. It also provides a promising model for further expansion into other medical markets."
As a condition to closing, Curastem will complete a private placement for a minimum of $500,000 and up to $1 million in subscription receipts of Curastem at an issue price of $0.40 per subscription receipt to provide Avagenesis with working capital (the "Private Placement"). Each subscription receipt will convert into one common share of Curastem immediately prior to the closing of the Transaction (without payment of additional consideration and with no further action required on the part of the holder thereof), following which all Curastem shares will be exchanged for Avagenesis shares on a three-for-one basis pursuant to the Transaction. The Transaction is subject to approval by the Board of Directors of each of Curastem and Avagenesis.
All of the securities issued are subject to restrictions on resale until the date which is four months and one day after the closing date, as prescribed under applicable securities laws and the policies of the TSX Venture Exchange (“TSXV”). The acquisition will be filed pursuant to policies of the TSXV as an Expedited Acquisition and remains subject to regulatory approval.
About Avagenesis Corp.
Avagenesis is a biotechnology company engaged in the commercialization of medical technologies for use in the practice of regenerative medical aesthetics. Avagenesis’ development activities are focused on the complex task of efficiently isolating high quality, viable and potent adipose-derived adult stem cells and regenerative cells using patent-pending and patented bioprocessing and cell isolation technology.
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Cautionary Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Avagenesis' current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that Avagenesis may not successfully transition to a clinical stage company and the risk that Avagenesis may not successfully execute its development and commercialization activities. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Avagenesis. Avagenesis cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and Avagenesis is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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Further Information
For further information, please contact:
Avagenesis Corp.
Alan Tam, PFP, CPA, CA
Chief Financial Officer
Telephone: (604) 377-7575
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/avagenesis01152015.pdfSource: Avagenesis Corp. (TSX Venture:VVA)
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