CALGARY, Oct. 21 /CNW/ -- SemBioSys Genetics Inc. ("SemBioSys") (TSX:SBS) today announced that Advitech Inc. ("Advitech") has entered into a definitive agreement to acquire all of the issued and outstanding shares of Botaneco Specialty Ingredients Inc. ("Botaneco") held by SemBioSys and Avrio Ventures Limited Partnership ("Avrio"). SemBioSys will hold an initial 9.48 percent shareholding in Advitech, in return for the 19.35 percent share of Botaneco it currently holds, prior to Advitech's concurrent financing on the terms described below. The transaction is expected to close on or around November 7, 2009 pending relevant approvals. Prior to, or concurrent, with the completion of the transaction Advitech will complete a share consolidation (the "Consolidation").

"This transaction further validates the versatility of our technology platform, as the upstream extraction process used by Botaneco replicates our own biomanufacturing business, and secures an ongoing share of the Botaneco opportunity for SemBioSys shareholders," said James Szarko, President and Chief Executive Officer of SemBioSys. "The Botaneco assets developed by SemBioSys, specifically the HydresiaTM line of personal care product ingredients, will benefit from the additional funding provided to Advitech by the principal shareholders. The new entity resulting from the merger of Advitech and Botaneco will be able to broaden its product portfolio and distribution network to become an industry leader in the development and manufacture of additional all-natural skin care products."

The transaction will be effected by issuing a total of 224,792,020 common shares of Advitech (or 28,099,003 post-Consolidation common shares) to Avrio and SemBioSys, at a deemed issuance price of $0.02 per share (or $0.16 per post-Consolidation common shares). This will represent 49 percent of all of the issued and outstanding shares of Advitech after closing of the transaction. The SemBioSys proportion of this share total is 43,497,256 common shares (or 5,437,157 post-Consolidation common shares).

Advitech will also concurrently complete an equity financing of $2,500,000, to be provided equally by Avrio and AgeChem Venture Fund L.P. ("AgeChem"). Each of Avrio and AgeChem will acquire 7,812,500 units at a price of $0.16 per unit, each unit consisting of one post-Consolidation common share and one common share purchase warrant. Each common share purchase warrant will entitle its holder to acquire one additional post-Consolidation common share upon terms to be agreed upon by the parties at the time of closing of the equity financing, in accordance with the policies of the TSX Venture Exchange. The completion of this private placement is also subject to applicable regulatory approvals and, if applicable, shareholders' approval.