Calgary, Alberta, Canada
July 20, 2009
SemBioSys Genetics Inc. ("SemBioSys") (TSX:SBS) announces
that on July 16, 2009, SemBioSys entered into a non-binding
letter of intent (the "LOI") with its wholly-owned subsidiary,
Botaneco Specialty Ingredients Inc. ("Botaneco"), and Avrio
Ventures Limited Partnership ("Avrio") for the purpose of
amending the capital structure of Botaneco. The LOI contemplates
amending the capital structure of Botaneco in order to
facilitate discussions that are underway related to a potential
transaction between Botaneco and an independent third party (the
"Third Party Transaction"). The Third Party Transaction under
discussion would provide Botaneco with additional capital to
expand its business and would broaden the product portfolio of
Botaneco.
Under the terms of the LOI, SemBioSys will secure a 20% interest
(on a fully converted basis) in Botaneco upon closing. In the
event the Third Party Transaction, and resulting reorganization
of Botaneco, occur, SemBioSys will
be entitled to receive an interest in the reorganized entity
immediately following completion of the transactions based on
this 20% share ownership of Botaneco. While Botaneco intends to
complete the Third Party Transaction, there can be no assurance
at this time that Botaneco will complete the Third Party
Transaction.
Under the terms of the LOI, it is anticipated the capital
structure of Botaneco will be reorganized in the following
manner. Avrio will purchase all of the currently issued and
outstanding common shares of Botaneco from
SemBioSys for nominal consideration, and SemBioSys will convert
the principal amount of the convertible debentures issued to
SemBioSys by Botaneco into common shares of Botaneco. The terms
of the outstanding convertible debenture issued to Avrio by
Botaneco will be amended to remove all automatic conversion
provisions and to provide for conversion, at the option of Avrio
at a conversion price of $0.2917, subject to adjustment.
Calgary, Alberta-based SemBioSys is a world leader in
manufacturing high-value proteins and oils in plant seeds. With
its unique proprietary platform, SemBioSys provides partners
with product enablement, exceptionally low cost and
unprecedented scalability. The Company applies this platform
with high selectivity to opportunities where it has a unique
competitive advantage. Since its inception, SemBioSys has
produced more than 50 non-native proteins and oils using its
patented seed technology, demonstrating applicability across a
broad range of industries such as pharmaceuticals, personal care
and industrial products. The Company's current pharmaceutical
development programs include insulin (SBS-1000, regulated as a
biosimilar in Europe) and Apo AI(Milano), a next-generation
cardiovascular therapy. SemBioSys is listed on the Toronto Stock
Exchange under the ticker SBS. More information is available at
www.sembiosys.com. |
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