Publish Date : 13-Aug-2012
Insception Biosciences Inc. and Lifebank Corp., two of Canada\'s largest umbilical cord blood banks, are pleased to announce that they have entered into a support agreement, pursuant to which Insception has agreed to offer to acquire all of the issued and outstanding common shares in the capital of Lifebank.
Take-Over Bid
Pursuant to the support agreement, Insception has agreed to offer to acquire all of the issued and outstanding common shares in the capital of Lifebank, by way of a take-over bid, for $0.48 per share in cash, subject to certain adjustments to the offer price as discussed below. Assuming no adjustment to the offer price and the exercise of all outstanding stock options, the offer price of $0.48 per share represents a value of $5,430,413 for Lifebank.
The offer price of $0.48 per share will be adjusted plus or minus $0.005 per share for each $56,500 increment that the sum of Lifebank’s cash or cash equivalents on hand five business days prior to the expiry date of the offer (plus proceeds from the anticipated exercise of outstanding stock options less unpaid expenses related to the offer) is greater than $2,028,249.99 or less than $1,971,750.01, as applicable. Any adjustment to the offer price will be communicated to Lifebank’s shareholders prior to the expiry date of the offer.
Assuming an offer price of $0.48 per share, the offer represents a 500% premium based on Lifebank’s closing share price of $0.08 on the TSX Venture Exchange on August 9, 2012, the last trading day prior to this announcement of the execution of the Support Agreement, and a premium of approximately 500% over the volume weighted average share price on the TSX-V for the 20 trading days ending August 9, 2012.
The Board of Directors of Lifebank, after consultation with its financial and legal advisors and receipt of a recommendation of its independent committee and a fairness 2 opinion from Evans & Evans Inc., has unanimously determined that the offered consideration per common share is fair to Lifebank’s shareholders and the offer is in the best interests of Lifebank and, accordingly, unanimously recommends that Lifebank’s shareholders tender their common shares to the offer.
Concurrent with the execution of the support agreement, all of the directors and senior officers of Lifebank and certain of its shareholders, collectively holding common shares and stock options to acquire common shares representing approximately 41.7% of the outstanding common shares on a fully-diluted basis, have entered into lock-up agreements with Insception, pursuant to which they have agreed to tender to the offer all of the common shares held by them, including those to be issued upon exercise of stock options.
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