TORONTO, March 30 /CNW/ - Fralex Therapeutics Inc. (TSX:FXI) ("Fralex" or
the "Company"), a medical technology company, today announced that Fralex,
2201761 Ontario Inc., a newly incorporated wholly-owned subsidiary of Fralex
("Newco"), and Baylis Medical Company Inc. ("Baylis"), a privately-owned
developer and supplier of medical devices, have entered into an arrangement
agreement and certain other agreements, pursuant to which Baylis has agreed to
acquire all of the issued and outstanding common shares of Fralex. The
proposed transactions (collectively, the "Arrangement") are conditional upon
the completion of a reorganization of Fralex's business and affairs and will
be structured as a plan of arrangement under the Business Corporations Act
(Ontario).
As part of the proposed reorganization of Fralex, Newco will acquire
certain assets of Fralex (the "Transferred Assets"), namely all cash on hand,
other current assets, short term investments and all "non-core" assets, on an
"as-is, where-is" basis, and assume all liabilities of Fralex. Fralex will
retain all "core" assets, being those assets related to its Complex Neural
Pulse (CNP) therapy, and related intellectual property. Each Fralex common
share will then be transferred to Newco in exchange for one (1) common share
of Newco and cash consideration of $0.001, with minimum consideration of $0.01
payable to each Fralex shareholder. Baylis will then acquire from Newco all of
the issued and outstanding common shares of Fralex. Following the completion
of the Arrangement, Fralex will become a wholly-owned subsidiary of Baylis;
Newco will become a reporting issuer and will pursue other business
opportunities as determined by its board of directors.
A summary of the material terms of the Arrangement is as follows:
- Fralex will grant a licence to each of Dr. Alex Thomas and Dr. Frank
Prato, the founders of Fralex, to use the current patents and patent
applications of Fralex for research purposes. Fralex will also
provide $50,000 over a two-year period to assist Dr. Thomas and Dr.
Prato in continuing their academic research;
- Fralex will purchase and cancel a total of 3,200,000 Fralex common
shares from Dr. Thomas and Dr.
