TSX symbol: SBS
CALGARY, July 20 /CNW/ - SemBioSys Genetics Inc. ("SemBioSys") (TSX:SBS)
announces that on July 16, 2009, SemBioSys entered into a non-binding letter
of intent (the "LOI") with its wholly-owned subsidiary, Botaneco Specialty
Ingredients Inc. ("Botaneco"), and Avrio Ventures Limited Partnership
("Avrio") for the purpose of amending the capital structure of Botaneco. The
LOI contemplates amending the capital structure of Botaneco in order to
facilitate discussions that are underway related to a potential transaction
between Botaneco and an independent third party (the "Third Party
Transaction"). The Third Party Transaction under discussion would provide
Botaneco with additional capital to expand its business and would broaden the
product portfolio of Botaneco.
Under the terms of the LOI, SemBioSys will secure a 20% interest (on a
fully converted basis) in Botaneco upon closing. In the event the Third Party
Transaction, and resulting reorganization of Botaneco, occur, SemBioSys will
be entitled to receive an interest in the reorganized entity immediately
following completion of the transactions based on this 20% share ownership of
Botaneco. While Botaneco intends to complete the Third Party Transaction,
there can be no assurance at this time that Botaneco will complete the Third
Party Transaction.
Under the terms of the LOI, it is anticipated the capital structure of
Botaneco will be reorganized in the following manner. Avrio will purchase all
of the currently issued and outstanding common shares of Botaneco from
SemBioSys for nominal consideration, and SemBioSys will convert the principal
amount of the convertible debentures issued to SemBioSys by Botaneco into
common shares of Botaneco. The terms of the outstanding convertible debenture
issued to Avrio by Botaneco will be amended to remove all automatic conversion
provisions and to provide for conversion, at the option of Avrio at a
conversion price of $0.2917, subject to adjustment.
About SemBioSys
Calgary, Alberta-based SemBioSys is a world leader in manufacturing
high-value proteins and oils in plant seeds. With its unique proprietary
platform, SemBioSys provides partners with product enablement, exceptionally
low cost and unprecedented scalability. The Company applies this platform with
high selectivity to opportunities where it has a unique competitive advantage.
Since its inception, SemBioSys has produced more than 50 non-native proteins
and oils using its patented seed technology, demonstrating applicability
across a broad range of industries such as pharmaceuticals, personal care and
industrial products. The Company's current pharmaceutical development programs
include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo
AI(Milano), a next-generation cardiovascular therapy. SemBioSys is listed on
the Toronto Stock Exchange under the ticker SBS. More information is available
at www.sembiosys.com.
This press release contains certain forward-looking statements,
including, without limitation, statements containing the words "believe",
"may", "plan", "will", "estimate", "continue", "anticipate", "intend",
"expect" and other similar expressions which constitute "forward-looking
information" within the meaning of applicable securities laws. Forward-looking
statements reflect the Company's current expectation and assumptions, and are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated. These forward-looking statements
involve risks and uncertainties including, but not limited to, changing market
conditions and market size, the acceptance of an IND by the FDA in respect of
clinical studies, the submission of a CTA to the appropriate European
authorities, the successful initiation and timely and successful completion of
clinical studies, the fact that Apo AI(Milano) is currently a development
stage drug, the establishment of corporate alliances, the impact of
competitive products and pricing, new product development, uncertainties
related to the regulatory approval process and other risks detailed from
time-to-time in the Company's ongoing filings with the Canadian securities
regulatory authorities which filings can be found at www.sedar.com. Given
these risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statements either
as a result of new information, future events or otherwise, except as required
by applicable Canadian securities laws.
