Press release from Marketwire
PACEpartners Inc. Enters Into Definitive Agreement for Qualifying Transaction With Vivione BioSciences, LLC
Thursday, October 11, 2012
PACEpartners Inc. Enters Into Definitive Agreement for Qualifying Transaction With Vivione BioSciences, LLC14:37 EDT Thursday, October 11, 2012CALGARY, ALBERTA--(Marketwire - Oct. 11, 2012) -NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATESPACEpartners Inc. (TSX VENTURE:PIA.P) (PACEpartners) is pleased to announce that, further to its press release on May 8, 2012, it has entered into a definitive agreement (the Definitive Agreement) with Vivione BioSciences, LLC, a private company incorporated under the laws of Arkansas (Vivione). Pursuant to the Definitive Agreement, PACE Merger Co., LLC, a wholly owned subsidiary of PACEpartners, will merge with Vivione and Vivione will become a wholly owned subsidiary of PACEpartners (the Transaction). The Transaction is intended to be PACEpartners' Qualifying Transaction as that term is defined in Policy 2.4 of the TSX Venture Exchange (the Exchange) and is subject to approval of the Exchange. Following the Transaction, PACEpartners expects that it will be classified as a Tier 2 life sciences issuer under the policies of the Exchange.Pursuant to the Definitive Agreement, each common unit (Vivione Common Unit) and class A preferred return unit (VivionePreferred Unit) of Vivione will be cancelled and converted automatically into the right to receive:for each Vivione Preferred Unit held, 0.75 class A common shares (Class A Common Shares) and 1.75 class B non-voting common shares (Class B Common Shares) of PACEpartners; and for each Vivione Common Unit, 43.835 Class A Common Shares and 102.28 Class B Common Shares. The Class A Common Shares and the Class B Common Shares will each be issued to holders of Vivione Units at a deemed price of $0.40 per share. The Transaction will result in the issuance of an aggregate of 9,000,000 Class A Common Shares and 21,000,000 Class B Common Shares to unitholders of Vivione. Class B Common Shares are convertible at no additional cost into Class A Common Shares at the option of the holder on not less than 75 days notice. The Class B Common Shares will not be listed on the TSX Venture Exchange (the Exchange).Terms of the TransactionThe Transaction is subject to regulatory, security holder, director and other approvals, the completion of a concurrent financing and the satisfaction of other conditions contained in the Definitive Agreement including obtaining Exchange approval. Nature of Vivione's BusinessVivione was organized under the laws of Arkansas as a limited liability company in November 2006 and has since then been involved in the life sciences/bio-pharmaceutical diagnostic sector. Vivione believes that its technology provides a proprietary diagnostic system for the rapid detection of bacterial pathogens applicable to the food safety, clinical diagnostics and other markets including agricultural, water testing, pharmaceutical, homeland security and defence. Vivione's business is centered on the commercialization of the RAPID-B diagnostic system, which is an integrated system of hardware, software and chemical reagents that tests bacteria in key environments. This technology could have potentially diverse applicability from food safety to clinical diagnostics, by identifying and quantifying microorganism levels more rapidly and with greater precision than currently employed techniques.Selected Financial Information for VivioneThe following table presents selected financial information for Vivione for the financial years ended 2011, 2010, and 2009 and for the six month period ended June 30, 2012. Vivione reports its financial results in U.S. dollars.Period Ended June 30, 2012 (unaudited) US$December 31, 2011 (audited) US$December 31, 2010 (audited) US$December 31, 2009 (audited) US$Net sales or total revenues200,858458,451703,802396,727Net income or loss(893,070)103,458(615,730)(818,427)Total assets474,100122,586182,651101,466Total long term financial liabilities213,4231,933,0891,699,4051,597,033Cash dividends declared----Cautionary StatementsThis news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. PACEpartners undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of PACEpartners, Vivione, their securities, or their respective financial or operating results or (as applicable).The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of any offer to buy these securities in any jurisdiction.FOR FURTHER INFORMATION PLEASE CONTACT: Chester JachimiecPACEpartners Inc.Chief Financial Officer and Corporate Secretary(281) 488-6508ORKevin KuykendallVivione BioSciences, LLCChief Executive Officer(214) 886-5733NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.