Foccini Acquires Option to Purchase Arch Biotech Inc.
06 Mai 2009 - 10:55PM
Marketwired
Foccini International Inc. ("Foccini" or the "Company") (TSX
VENTURE: FOI) announces it has acquired an option to purchase 100%
ownership of Arch Biotech Inc. ("Arch"), a company specializing in
biomedical technology and drug development. The option expires on
December 1, 2009.
In the event Foccini exercises its option to acquire Arch,
Foccini will immediately notify the TSXV it is pursuing a Change of
Business Application (the "Transaction") pursuant to TSXV Policy
5.2 "Changes of Business and Reverse Takeovers". The final closing
of the acquisition of Arch will depend on the TSXV approval of the
Transaction.
About Arch Biotech
Arch has been established to acquire biomedical technology with
commercial potential and oversee its development until it can be
sold or licensed to suitable marketing partners.
Arch is a private Ontario corporation owned by: Mr. Jerome
McElroy, co founder of several biotech companies including MDS
Health Services and Helix Bio Pharma; Dr. Richard Rossman and Mr.
Conor Gunne, who also served on the Helix board from 1995 to 2007;
University of Calgary based scientists Dr. Daniel Muruve, Dr. Paul
Beck and Dr. Justin MacDonald and Richard Muruve, a current
director of Foccini.
Terms of the Option to Acquire Arch
Foccini has agreed to pay $10,000 to Arch Biotech as
consideration for the option. Under the terms of the option,
Foccini has agreed to dispose of its merchandising operations
before it acquires Arch. To complete the acquisition of Arch,
Foccini has also agreed to raise $5Million by way of a private
placement. The proceeds will be used for funding drug development
conducted by Arch and general and administrative expenses.
If the option is exercised, Foccini will issue a total of
14,200,000 common shares to the owners of Arch to complete the
transaction. There will be no other consideration paid for the
purchase of Arch Biotech Inc. These shares will be issued at a
deemed price of $0.05 per share for a total value of $710,000.
About Foccini's current Merchandising Business
Foccini Trade GmbH ("FT"), based in Austria, is a merchandising,
design and advertising company 100% owned by Foccini. FT focuses on
strengthening the brands of corporate clients.
Foccini will be required to sell its entire stake in FT in the
event it exercises the option to acquire Arch. Terms of the sale of
Foccini Trade will be disclosed once the sale is negotiated and
completed.
For more information on FT's business operations, please refer
to Foccini's most recent Management Discussion and Analysis which
was filed on April 30, 2009 at www.SEDAR.com.
Non Arm's Length Parties
Richard Muruve is both a director of Foccini International and a
director of Arch Biotech Inc. He owns over 10% of Foccini's common
shares outstanding. He is a minor shareholder of Arch Biotech and
brother of Dr. Daniel Muruve, one of the owners of Arch. Subject to
securities regulations, Mr. Richard Muruve will be abstaining from
the possible shareholder vote regarding the approval of Foccini's
acquisition of Arch.
Foccini currently has 27,321,179 common shares issued and
outstanding.
There can be no assurance Foccini will exercise the option to
acquire Arch. If the option is exercised, completion of the
Transaction is subject to a number of conditions, including
Exchange acceptance and disinterested Shareholder approval. The
Transaction cannot close until the required Shareholder approval is
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in a
Management Information Circular to be prepared in connection with
the potential Transaction, any information released or received
with respect to the Change of Business may not be accurate or
complete and should not be relied upon. Trading in the securities
of Foccini International Inc should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
For more information on Foccini, please consult the other public
documents filed on SEDAR at www.sedar.com.
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward looking statements that involve
various risks and uncertainties, including, without limitation,
statements regarding the future plans and objectives of the
Company. There can be no assurance that such statements will prove
to be accurate. Actual results and future events could differ
materially from those anticipated in such statements. These and all
subsequent written and oral forward-looking statements are based on
the estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements
should circumstances or management's estimates or opinions
change.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy of this release.
Contacts: Foccini International Inc. Richard Muruve Director
(647) 428 7031
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