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Acquisition boosts LiveWell's product
innovation platform, to meet current and future consumer needs for
hemp and cannabis health and wellness products
- A global-patented research model for pre-clinical
trials
- Acenzia has generated $2.9
million in revenue for the four month period ended
August 31, 2018 and $5.6 million in revenue for the fiscal year ended
April 30, 2018
- Health Canada-certified,
NSF GMP and NSF GMP for Sport-registered manufacturing
facility
OTTAWA, Oct 5, 2018 /CNW Telbec/ – LiveWell Canada Inc.
("LiveWell" or the "Company"), (TSXV: LVWL) (OTC:
LXLLF), today signed a binding letter of intent (LOI) to acquire
100% of Acenzia Inc. (the "Transaction"), a leading developer and
manufacturer of next-generation natural health products located
strategically near the Canada/US
border near Windsor, Ontario.
The Transaction is part of LiveWell's vision to become a world
leader in health and wellness through quality
outcomes and strategic partnerships. LiveWell is an
innovative Canadian hemp and cannabis company focused on advanced
research in CBD and other cannabinoids, as well as developing and
distributing prescription and consumer health products supported by
data, discovery, science and technology.
Blending science and advanced manufacturing, Acenzia is an
innovator in rapid product development, as well as personalized
diagnostics and therapeutics specific to particular medical
conditions. These capabilities will further LiveWell's leadership
in health-related research in cannabis and hemp, and fast-track its
product development at a lower cost than conventional product
development.
As legalization and acceptance of CBD accelerates at a rapid
pace globally, the demand for CBD products to improve health and
wellness is exploding. LiveWell has conducted major research on
CBD, a white paper on CBD from Industrial Hemp, and is investing in
technologies for the extraction and isolation of CBD and other
cannabinoids for use in prescription and consumer health products.
As previously announced, LiveWell has secured inventory of
hemp biomass for its own products and to sell as isolate for
delivery in 2019.
Strategically located 15 kilometres from the Canada-U.S. border, in Tecumseh, Ontario, Acenzia researches and
manufactures next-generation natural health products, such as
powders, sports drinks, functional foods, probiotics and other
therapeutics, as well as individualized diagnostics. Acenzia's
36,000-square-foot facility includes 20 state-of-the-art,
pharmaceutical-grade clean rooms. It is certified by Health Canada,
and has NSF certifications for Good Manufacturing Practices (GMP),
for Sport, is a USDA-Certified Organic Manufacturer and is an
FDA-registered facility. The company has achieved several
significant milestones, including:
- a global-patented in-vivo zebrafish research model for
pre-clinical trials, allowing more rapid product development at a
lower cost
- an easy-to-access diagnostic toolkit that enables consumers to
measure product efficacy at an individual level
- a new patent-pending delivery technology (oral time-released
pouch) for the sports nutrition market in a partnership with
PRO-DIP. The company is entering a 10-year exclusive manufacturing
agreement for this technology, and receives 6% of gross sales
revenue
- evidence-based nutritional supplement manufactured with
batch-to-batch efficacy
Of particular note is its global-patented animal research model
using zebrafish modified to mimic the human body. The zebrafish
models allow for faster, more economical and effective trials that
maximize safety and efficacy. Importantly, the research model
optimizes product development to meet functional outcomes. Acenzia
is currently applying its global-patented zebrafish research model
to oncology, to predict metastasis and support therapeutic
decisions, and it holds much wider applications, including
cannabinoids.
"The acquisition of Acenzia represents an opportunity for
proprietary brand insight and product innovation," said
David Rendimonti, President of
LiveWell Canada. "Such next-generation therapeutics can be paired
with easy-to-access diagnostics that enable evaluation of the
product efficacy at an individual level. These innovative products
fall into a category of their own."
In addition to Acenzia's research, product development and
manufacturing expertise, LiveWell welcomes the addition of
Acenzia's leadership to its team. Dr. Indrajit Sinha and Grant
Bourdeau are the co-Founders and co-Presidents of Acenzia.
"Indrajit is a very strong researcher and Grant is a very capable
manufacturer, and together create a strong culture that aligns with
LiveWell," said Mr. Rendimonti.
Acenzia's Mr. Bourdeau said the Transaction brings together
"like-minded partners to realize the vision of improving the
outcome of individuals' health optimization." Adds Dr. Sinha: "We
are an innovative company with a big dream. To put the pieces
together – manufacturing and research to commercialize – is
difficult. To go the next level you need a strategic partner who
understands customers' needs, with knowledge of the market.
LiveWell brings us that."
Transaction Summary
- Total purchase consideration is set at $20 million, $2
million cash paid at closing and $18
million in common shares of LiveWell based on the 20-day
weighted average immediately prior to the date of the definitive
agreement.
- $8 million of the $18 million in common shares will be held in
escrow and will be released subject to achieving profitability
milestone for calendar 2019.
- Acenzia's revenue for the four month ended August 31, 2018 was $2.9
million and for the fiscal year ended April 30, 2018 its revenue was $5.6 million (unaudited).
- A finder's fee of 0.5% will be payable from the cash
consideration at closing.
LiveWell Board has unanimously approved this arm's length
Transaction subject to due diligence, standard closing conditions,
and TSXV approval. No approval of shareholders from either
Acenzia or LiveWell is required in connection with this
Transaction. This Transaction is expected to close on or
before November 30, 2018.
About Acenzia
Based in Tecumseh, Ontario, about 15 kilometres from
the Canada-U.S. border, Acenzia
uses advanced research and manufacturing processes to formulate and
develop next generation natural health products and therapeutics.
Among its significant assets is a diagnostics toolkit that allows
individual consumers to test if a product is working for them, a
global patent on an animal research model using modified zebrafish,
and a new patent-pending oral time-released pouch for the sports
nutrition market. Acenzia's 36,000-square-foot facility includes 20
state-of-the-art, pharmaceutical-grade clean rooms. It is certified
by Health Canada, and has NSF certifications for GMP, for Sport, is
a USDA-Certified Organic Manufacturer and is an FDA-registered
facility.
About LiveWell Canada
LiveWell Canada Inc.
(TSXV:LVWL, OTC: LXLLF) is focused on improving health one person
at a time, utilizing innovation supported by data, discovery,
science and technology. The cannabis and hemp company is
conducting advanced research on CBD and other cannabinoids, as well
as developing and distributing prescription and consumer health and
wellness products. The company has more than 1.5 million square
feet of greenhouses under construction located in Ontario and Québec, and is supported by
business partners such as Canopy Growth (TSX:WEED, NYSE:CGC) and
Canopy Rivers (TSXV:RIV). For more information, visit
livewellcorp.com
Cautionary Note Regarding Forward-Looking
Statements
This release includes forward-looking
statements about the Company and its business. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plan", "continue", "expect", "schedule", "project",
"intend", "believe", "anticipate", "estimate", "may", "will",
"potential", "proposed" and other similar words, or statements
(including negative variations) that certain events or conditions
"may" or "will" occur. Such statements are based on the
current expectations of management. The forward-looking events and
circumstances discussed in this release may not occur by certain
specified dates or at all and could differ materially as a result
of unknown and known risk factors and uncertainties affecting the
Company. Further, the Company cautions that this foregoing list of
material factors is not exhaustive, and readers are encouraged to
read all Risk Factors disclosed in the Company's Filing Statement
dated May 29, 2018.
In respect of the forward-looking statements and information
concerning the anticipated benefits and completion of the
Transaction, including the anticipated timing for closing the
Transaction, the Company has provided such statements and
information in reliance on certain assumptions that it believes are
reasonable at this time. Further, there can be no
assurance that the Transaction will occur, or that it will occur on
the terms and conditions contemplated in this news release.
Following the due diligence, the Transaction could be modified,
restructured or terminated.
The forward-looking information contained in this press
release represents expectations of the Company as of the date of
this press release and accordingly, is subject to change after such
date. Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. While the Company may elect to, it does not undertake
to update this information at any particular time except as
required in accordance with applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
For more information, visit livewellcorp.com
SOURCE LiveWell Canada Inc.