TORONTO, ONTARIO--(Marketwired - April 1, 2015) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Toray Industries, Inc. ("Toray"), pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and applicable Canadian securities legislation, reports that it has acquired ownership and control over a further 9,041,592 common shares ("Common Share") in the capital of Spectral Medical Inc. (the "Corporation") (TSX:EDT) (OTCQX:EDTXF) at a price of $0.553 per Common Share for aggregate gross proceeds to the Corporation of $5,000,000 (the "Offering"). The terms of the Offering were originally disclosed in a joint press release of the Corporation and Toray dated July 25, 2014 and as outlined below.
Pursuant to a private placement agreement between the Corporation and Toray dated June 10, 2014 (the "Private Placement Agreement"), Toray granted the right to the Corporation, if exercised by written notice to Toray on or between March 1, 2015 and March 15, 2015, to require Toray to purchase that number of Common Shares, for gross proceeds of up to $5,000,000 (the "Call Right"), as is determined by dividing the Call Right amount by the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the twenty (20) trading days ending on the business day prior to the day the Call Right is exercised. The Corporation gave notice of its exercise of the Call Right for a total amount of $5,000,000 on March 14, 2015.
As a result of the closing of the Offering, Toray now owns and exercises control over an aggregate of 42,773,105 Common Shares, representing approximately 22.4% of the issued and outstanding Common Shares of the Corporation, calculated on a non-diluted basis.
Toray entered into the Private Placement Agreement and purchased the Common Shares under the Offering for investment purposes only. At present, Toray has no intention of disposing of or acquiring any further securities of the Corporation. Toray may dispose of or acquire ownership of or control over further securities of the Corporation in the future depending upon market circumstances and other factors. Such decrease or increase in ownership will depend on numerous conditions, including the price of the Common Shares and general market conditions.
The Common Shares issued pursuant to the Offering were distributed pursuant to the exemption from the prospectus and registration requirements set out in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.
Pursuant to the requirements of applicable securities laws, an Early Warning Report will be issued by Toray and be posted to the Corporation's profile at www.SEDAR.com.
About Toray Industries, Inc.
Toray Industries, Inc. is a Japanese-based manufacturer of fibers, textiles, plastics, chemicals, IT related products, carbon fiber composite materials, environmental and engineering equipment, and pharmaceutical and medical products. In FY 2013, Toray was active in 25 countries and regions, and had net sales of ¥1.8 trillion (approximately U.S. $18 billion). Toray manufactures the Toraymyxin hemoperfusion device and has licensed to the Corporation the exclusive commercialization rights to this product in the United States and granted the Corporation exclusive distribution rights in Canada.
Note: U.S. dollar amounts have been converted from yen at the exchange rate of ¥103 = U.S.$1, the approximate rate of exchange prevailing on March 31.2014.