Leo Acquisitions Corp. Enters Into Letter of Intent With Axcelon Biopolymers Inc. in Respect of a Proposed Qualifying Transaction
TORONTO, ONTARIO–(Marketwired – July 4, 2014) – Leo Acquisitions Corp. (TSX VENTURE:LEQ.H) (“Leo“) is pleased to announce that it has signed a letter of intent (the “LOI“) with Axcelon Biopolymers Inc., a corporation existing under the laws of Ontario (“Axcelon“), which outlines the general terms and conditions pursuant to which Leo and Axcelon would be willing to complete a transaction that will result in a reverse take-over of Leo by the shareholders of Axcelon (the “Transaction“). The LOI was negotiated at arm’s length and is effective as of May 30, 2014.
The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the “Definitive Agreement“) to be signed on or before August 31, 2014 (or such other date as may be mutually agreed in writing between Leo and Axcelon). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the “TSXV“) and standard closing conditions, including the approval of the directors of each of Leo and Axcelon of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Leo and Axcelon, as well as the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the Transaction will be structured as a securities exchange.
Leo is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSXV. Leo is a “reporting issuer” in the provinces of Ontario, British Columbia, Alberta and Saskatchewan.
Since the Transaction is not a non-arm’s length transaction, Leo is not required to obtain shareholder approval for the Transaction. Trading in the common shares of Leo has been halted. It is unlikely that the common shares of Leo will resume trading until the Transaction is completed and approved by the TSXV.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing):
- Axcelon must complete a private placement financing of common shares from treasury for minimum gross proceeds of not less than $2,000,000 and up to $6,000,000 (the “Offering“) to fund capital expenditures, research and development, and general working capital. The terms and conditions of the Offering have not yet been determined and will be dependent on various factors, including market conditions.
- The parties will prepare a filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction.
- Axcelon and Leo will enter into a Definitive Agreement in respect to the Transaction on or before August 31, 2014.
- Axcelon will obtain the requisite shareholder approvals for the Transaction.
- All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.
The Proposed Transaction
Pre-Closing Capitalization of Leo
As of the date hereof, Leo has 7,240,500 common shares (the “Leo Shares“) issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 774,050 Leo Shares at an exercise price of $0.10 per Leo Share.
Pre-Closing Capitalization of Axcelon
As of the date hereof, Axcelon’s authorized capital consists of an unlimited number of common shares (“Axcelon Shares“), of which 14,200,000 will be issued and outstanding. Axcelon has an aggregate of approximately $190,000 of shareholder loans outstanding (the “Axcelon Shareholder Loans“) and an aggregate of $130,000 principal amount of convertible debt outstanding (the “Axcelon Convertible Loans“). The Axcelon Convertible Loans, including accrued interest, will be converted into Axcelon Shares prior to the completion of the Transaction at a price equal to a 10% discount to the subscription price of the Offering. Upon closing of the Transaction, the Axcelon Shareholder Loans will be evidenced by note agreements containing the following terms: a maturity date of no less than two years from the closing date of the Transaction, subject to acceleration in the event that the Resulting Issuer completes an equity or debt financing in excess of $3 million in gross proceeds.
Terms of the Transaction
Leo proposes to acquire all of the issued and outstanding Axcelon Shares pursuant to the terms of a Definitive Agreement. It is expected that each shareholder of Axcelon will receive in exchange for each Axcelon Share held (the “Exchange Ratio“) that number of Leo Shares such that, immediately prior to giving effect to the conversion of the Axcelon Loans and the Offering, the current shareholders of Leo would hold no less than 10.8% of the common shares of the combined entity (the “Resulting Issuer“) and the current shareholders of Axcelon would hold approximately 89.2% of the common shares of the Resulting Issuer, on a non-diluted basis.
An aggregate of $1 million worth of Leo Shares will be held in escrow and released to the current holders of Axcelon Shares on the Resulting Issuer meeting certain financing and performance milestones for a period ending in the first quarter of fiscal 2015.
Immediately after the completion of the Transaction, (i) Axcelon would be a direct, wholly owned subsidiary of the Resulting Issuer, and (ii) the former Axcelon shareholders would collectively exercise control over the Resulting Issuer.
Axcelon was founded in 2001 in London, Ontario with a commitment to develop value-added, proprietary medical devices for human health applications.
Axcelon is focused on developing and commercializing innovative medical devices that utilize the unique advantage of its microbial cellulose biomaterial platform technology for numerous applications, including wound healing, cardiology, tissue engineering and regenerative medicines. Axcelon has patented processes and nanopolymer technologies to develop new and improved medical devices and deliver enhanced healthcare. Axcelon also has research and development activities pertaining to non-medical applications of bacterial cellulose.
Selected Financial Information
The table below sets out certain selected unaudited financial information regarding Axcelon as at, and for the year ended December 31, 2013 (unaudited) and the three month period ended March 31, 2014. The selected information was prepared in accordance with Canadian GAAP).
As at December 31, 2013
As at March 31, 2014
|Total liabilities and equity||
|Statement of Comprehensive Income||
For the year ended
For the three
|Net Loss for the Period||
Proposed Directors and Management Team of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall be comprised of seven members, including: Dr. Chandra J. Panchal (Chairman & CEO), Claude LeDuc (President & COO), James Youmans, Jenny Stranges, Gordon Peterson, Michael Newman and Gerry Goldberg. Biographical information for each of the foregoing is set out below.
Chandra J. Panchal, Chief Executive Officer, Chairman of the Board
Dr. Panchal founded Axcelon Biopolymers Inc. in 2001 and was a co-founder of Procyon Biopharma Inc., a publicly traded biotechnology company involved in development of wound healing, cancer therapeutic and diagnostic products, which listed on Alberta Stock Exchange in 1998, The Toronto Stock Exchange in 2000 and changed its name to Ambrilia BioPharma Inc.. He served as Procyon’s Chairman, President and CEO and Ambrilia’s Senior Executive Vice-President, Business Development, Licensing and Intellectual Property in charge of both out-licensing, in-licensing and M&A activities. He retired from Ambrilia in February 2008. Since then, Dr. Panchal has served as a consultant in the biomedical industry and has been an investor in technology. Prior to founding Procyon, Dr. Panchal was a senior scientist/group leader supervising activities related to yeast genetics, fermentations and product development at John Labatt Ltd., a multinational food and beverage company. He was a director of Procyon from 1989 to 2006. Dr. Panchal is currently on the Board of Director of five public companies and MaRS Innovation. He has authored over 50 scientific papers and has edited a book entitled “Yeast Strain Selection”, published in 1990. Dr. Panchal has been an Adjunct Professor at The University of Western Ontario where he obtained his Ph.D. in Biochemical Engineering.
Claude LeDuc, President & Chief Operating Officer and Director
Mr. LeDuc has over 28 years of international executive experience and achievement in private and Fortune 500 Companies. From 2002 to 2008 he was President and CEO of BioSyntech Canada Inc., a publicly listed biomaterials company which had developed innovative biotherapeutic thermogels for regenerative medicine (tissue repair) and therapeutic delivery, which appeal to unmet medical needs. He was involved in raising over $45 million for the company and oversaw the commercialization of its CarGel product for knee repair. Prior to that Mr. LeDuc was at Genzyme Biosurgery from 1999 to 2004 progressing to the level of Director – International Markets including Asia Pacific. Mr. LeDuc’s prior experience included senior positions at Biomatrix, Serono Labs and Syntex Labs.
Jenny Stranges, Director
Ms. Stranges is a finance and operations executive with 20+ years of progressive experience in industries ranging from high tech to education. Ms. Stranges has held multiple C-Level positions in private, public and not-for-profit organizations. She is currently the Executive Vice President of Finance and Administration of Camino Modular Systems. Previously, she held the position of CFO for BSM Technologies Inc., a publicly traded TSX Venture-listed technology company. Prior to that, she served as President & CEO of Recovery Technologies (Canada) Inc., a privately held tire recycling company with plants in Canada and the US. Ms. Stranges was involved in the completion of a $155 million IPO with Priszm Brandz, where she held the position of Vice President of Finance. She started her public company career in 1987 with Royal Trust and then subsequently Gentra Inc. Ms. Stranges has a BA from York University and obtained her CPA, CA with Arthur Andersen. In 2013 she was named to the “Diversity 50″ List by the Canadian Board Diversity Council.
James Youmans, Director
Mr. Youmans is a graduate of Indiana University. He worked 9 years for Eli Lilly and Company in progressive areas of responsibility of sales, medical, market research and market Planning. He accepted a job with Glaxo Pharmaceuticals as a product manager when they started operations in the US and grew to head Marketing for Glaxo Pharmaceuticals, then head of New Product Market Planning and eventually VP of new Business Planning. He sat on the Board for Glaxo Holdings in the UK. He then accepted the position of CEO for Ranbaxy Pharmaceuticals, The Americas. Mr. Youmans then was hired by Sandoz Pharmaceuticals as President, located in Basel, Switzerland. He was later made Head of Country Operations (COO) for Novartis Pharmaceuticals after the merger between Sandoz and Ciba Pharmaceuticals, remaining in Switzerland. At Novartis Mr. Youmans sat on 20 of the country Boards of Directors while holding the Chairmanship in more than 5. Mr. Youmans retired from his contract with Novartis and returned to the United States in 1997, where he co-founded RX Samples, Solutions, Inc., a marketing company that is now 16 years old. He maintains a Co-Chairmanship of this company to date and has sat on several Boards, both in the US and Canada over the past several years. He resides in Raleigh, NC and is married to his wife, Linda, for 46 years and has three grown children with one granddaughter.
Gordon Peterson, Director
Mr. Peterson is a founding partner at Carlyle Peterson Lawyers LLP, a London, Ontario law firm established in 1995. Prior thereto he was a partner in the law firm of Harrison, Elwood in London, Ontario, where he practiced corporate-commercial law with emphasis on securities law since 1989. Previously, he was with the law firm of Aird & Berlis, Toronto, Ontario. Mr. Peterson has been a director or corporate secretary of a number of public and large private companies. He received his Bachelor of Business Administration (Honours) degree from Simon Fraser University, Vancouver, British Columbia and his MBA and LL.B degrees from The University of Western Ontario, London, Ontario. He has been a lecturer at UWO Faculty of Law, the Law Society of Upper Canada, Continuing Education and an instructor in the Law Society of Upper Canada Bar Admission course and the Canadian Institute of Management program.
Gerry Goldberg, Director
Gerry Goldberg is a Chartered Accountant and is a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, and prior thereto, he was a partner in the predecessor firm of Grant Thornton for over 10 years. Gerry Goldberg has over 30 years experience and he heads the US Public Company audit division of the firm and has industry expertise in the service, distribution, retail, real estate, “not-for-profit” entities and manufacturing industries with a strong emphasis in taxation and business advisory services. He is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the US. He is actively involved with the audit of various public Canadian, US, Chinese and other foreign companies listed in the US and Canada. He is or was a director and audit committee chair of a number of public, non-profit, educational and other institutions, organizations and companies.
G. Michael Newman, Director
Michael Newman, 68, is the founder, and from 1997 to 2009 was the President & CEO of InterRent Real Estate Investment Trust (TSX:IIP.UN). He is the Managing Director of two family owned merchant banks, Boardwalk Capital Inc., and Adevam Investments Inc. He currently serves on the Boards of Directors of GreenStar Agricultural Corp., (TSX VENTURE:GRE) Augustine Ventures Inc., (CSE:WAW), Quinsam Capital Inc., (CSE:QCA) as well as on the Independent Review Committees of Energy Income Fund (TSX:ENI.UN), Citadel Income Fund (TSX:CTF.UN) and Artemis US Capital Appreciation Fund (TSX:AUF.UN) and also serves on the Advisory Boards of The Succession Fund and AgriFood Capital Inc., two private equity funds.
Insiders of the Resulting Issuer
The only shareholders of Axcelon who currently own more than 10% of the outstanding Axcelon Shares (or securities convertible into Axcelon Shares) are Chandra J. Panchal and Claude LeDuc.
Following the completion of the Transaction and subject to the number of Axcelon Shares that may be issued and sold as part of the Offering, it is expected that each of Chandra J. Panchal and Claude LeDuc will respectively exercise direction or control over more than 10% of the issued and outstanding shares of the Resulting Issuer.
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Leo is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that Leo will ultimately obtain this exemption. Leo intends to include any additional information regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to Leo and Axcelon was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, 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 the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued research and development. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Leo and Axcelon disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Leo Acquisitions Corp.