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Polydex Pharmaceuticals' Strategic Business Combination with BioSpectra Inc.

Polydex Pharmaceuticals Limited, a pharmaceutical manufacturing giant, has recently announced a strategic partnership with BioSpectra Inc., a leading biotechnology firm. This alliance is expected to enhance the operational efficiency and market presence of both companies, providing a robust platform for future growth.

Key Details of the Arrangement

The agreement between Polydex and BioSpectra involves a Plan of Arrangement in which BioSpectra will acquire all outstanding shares of Polydex. This includes both common and preferred shares, with the total consideration amounting to $6,940,000. Of this sum, $6,924,980.02 will be allocated for 3,432,478 common shares, and $15,019.98 will be paid for 899,400 Class B Preferred shares. The price per common share stands at $2.017.

Legal Proceedings

The agreement will be carried out under section 182 of the Ontario Business Corporations Act. Each Polydex shareholder will transfer their shares to BioSpectra, receiving an equivalent consideration for their shares. This process will be carried out without the need for any further action from Polydex shareholders.

Independent Consultant's Opinion

The Polydex board has received a fairness opinion from Evans & Evans, Inc., an independent business valuation consultant. This opinion supports the terms of the agreement and the consideration as fair to the company's shareholders. Consequently, the board has approved the Arrangement and the Arrangement Agreement.

Shareholder Approval

Polydex will seek an interim order from the Ontario Court of Justice for approval of the deal. Upon receipt of a favorable interim order, a meeting will be convened to obtain shareholder approval. Shareholders will receive a Notice of Meeting and Information Circular before the meeting. The company's board unanimously recommends approval of the transaction.

Final Legal Approval

Post shareholder approval, the company will request a final order from the Ontario Court of Justice for the agreement's approval and its closing.

Executive Commentary

George Usher, President and CEO of Polydex, expressed his satisfaction with the transaction. 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."

About Polydex Pharmaceuticals Limited

Polydex, based in Toronto, Ontario, is a pharmaceutical manufacturing heavyweight. The company is engaged in manufacturing bulk pharmaceutical intermediates for the global veterinary pharmaceutical industry. It also focuses on the development, manufacturing, and marketing of biotechnology-based products for the human pharmaceutical market. Polydex specializes in the manufacture and sale of Dextran and derivative products, including Iron Dextran and Dextran Sulphate, and other specialty chemicals.

Polydex's Business Operations

Polydex conducts its business operations through its two wholly-owned subsidiaries. The manufacture and sale of Dextran and derivative products are handled through Dextran Products and Chemdex Inc., which is incorporated in the State of Kansas, United States.

By leveraging the strengths of both companies, this strategic alliance is poised to unlock significant value for shareholders and customers alike. The pharmaceutical industry will undoubtedly be eager to monitor the progress of this promising partnership.


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