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Polydex Pharmaceuticals Limited, a Toronto-based biotechnology company, recently announced a strategic business deal with BioSpectra Inc. A plan of arrangement agreement has been reached, stating that BioSpectra will acquire all outstanding shares of Polydex.
The Arrangement Agreement
The agreement entails a total consideration of $6,940,000 for the acquisition, divided into $6,924,980.02 for 3,432,478 common shares and $15,019.98 for 899,400 Class B Preferred shares. This makes the price per common share $2.017.
The transaction will be conducted under a statutory plan of arrangement (the "Arrangement") according to section 182 of the Ontario Business Corporations Act (the "OBCA"). Consequently, all issued and outstanding shares of Polydex will be deemed transferred to BioSpectra without any further act or formality on the part of Polydex shareholders, who will receive the Consideration in exchange for their shares.
The Board's Approval
The terms of the Arrangement and the Consideration have been deemed fair to the Company's shareholders according to a fairness opinion received from Evans & Evans, Inc., an independent business valuation consultant. The Board of Directors has thus approved the Arrangement and the Arrangement Agreement, and will seek an interim order approving the deal from the Ontario Court of Justice.
Shareholders' Approval
Upon receipt of a favorable interim order, a meeting will be called to obtain shareholder approval. Shareholders will be notified and receive an Information Circular prior to the meeting. The Board unanimously recommends approval of the transaction.
If the Arrangement is approved by shareholders, the Company will seek a final order from the Ontario Court of Justice authorizing the closing of the Arrangement.
CEO's Statement
George Usher, the President and CEO of Polydex, expressed his satisfaction with the transaction, stating that it is the result of a long process to enhance shareholder value. He said, "We are extremely pleased with the transaction we have struck with BioSpectra. This transaction comes as a conclusion to a long process undertaken by the Board to enhance shareholder value. We have studied multiple options and believe this is the best one for our shareholders."
Polydex Pharmaceuticals: An Overview
Polydex Pharmaceuticals, based in Toronto, Ontario, specializes in the manufacturing of bulk pharmaceutical intermediates for the worldwide veterinary pharmaceutical industry and the development, manufacturing, and marketing of biotechnology-based products for the human pharmaceutical market.
The Company primarily focuses on the manufacture and sale of Dextran and its derivative products, including Iron Dextran and Dextran Sulphate, as well as other specialty chemicals. These operations are conducted through its two wholly-owned subsidiaries/divisions, Dextran Products and Chemdex Inc, the latter incorporated in the State of Kansas, United States.
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