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MONTREAL, Sept. 06, 2018 (GLOBE NEWSWIRE) — Pediapharm Inc. (“Pediapharm”) (TSXV: PDP, OTCQX: PDDPF) is admiring to advertise that it has entered into absolute agreements to access two aspect biologic companies and additionally intends to complete a clandestine acclimation alms for up to CDN$60 million.
Pediapharm has entered into an arm’s breadth amalgamation acceding with Medexus Inc. (“Medexus”), a Canadian biologic innovator with cardinal partnerships in key all-embracing markets, whereby Pediapharm will access all of the issued and outstanding shares of Medexus (the “Medexus Acquisition”). Pediapharm has additionally entered into an arm’s breadth b acquirement acceding with medac Gesellschaft für klinische Spezialpräparate mbH (“medac GmbH”), a all-around biologic aggregation based in Germany, whereby Pediapharm will access all of the shares of medac GmbH’s U.S. business, Medac Pharma, Inc. (“Medac Pharma”) (the “Medac Pharma Acquisition” and, calm with the Medexus Acquisition, the “Acquisitions”).
Pediapharm intends to complete a circumstantial clandestine acclimation alms (the “Offering”) of cable receipts for accumulated gross gain of about CDN$60 million, consisting of a accumulated of cable receipts changeable for Convertible Debentures (defined below) and cable receipts changeable for Units (defined below). The Alms will abide of both a non-brokered clandestine acclimation for gross gain of about CDN$30 actor (the “Non-Brokered Offering”) and a brokered clandestine acclimation for gross gain of about CDN$30 actor (the “Brokered Offering”) co-led by Cormark Balance Inc. and Mackie Research Basic Corporation, as co-lead agents and collective bookrunners (together, the “Agents”).
By accumulation Pediapharm’s Canadian pediatric aspect biologic business with the Canadian adapted aspect biologic business of Medexus and the U.S. rheumatology aspect biologic business of Medac Pharma, the Acquisitions and Alms (collectively, the “Transactions”) will actualize a arch North American commercial-stage specialty biologic aggregation strategically positioned for approaching growth.
Medexus is a Canadian specialty biologic aggregation focused on the licensing, registration, marketing, sales and administration of avant-garde biologic articles in Canada, with cardinal partnerships in key all-embracing markets. Medexus has a able position in the Canadian exchange and focuses on key advance areas with an accent on rheumatology as able-bodied as women’s bloom and dermatology. The healthcare solutions offered by Medexus include: Metoject®, Oralvisc®, Tricovel®, Multi-Gyn®, Calcia®, IronOne®, Monoderma A-C-E-M™, Allergoff® and Triamcinolone Hexacetonide.
The absolute application payable by Pediapharm for the Medexus Acquisition is CDN$23 million, which will be annoyed through the arising of 67,647,059 accepted shares of Pediapharm (the “PDP Shares”) at an affair bulk of CDN$0.34 per PDP Share.
The Medexus Acquisition will be completed by way of an amalgamation whereby a wholly-owned accessory of Pediapharm, congenital alone for the purposes of the Medexus Acquisition, will admix with Medexus. Upon accomplishment of the Medexus Acquisition, Ken d’Entremont, the Founder, Admiral and Chief Controlling Officer of Medexus, will become a administrator and the Chief Operating Officer of Pediapharm. Mr. d’Entremont and two added aloft admiral of Medexus accept agreed not to advertise the PDP Shares issued to them pursuant to the Medexus Acquisition for a aeon of two years afterward the closing of the Medexus Acquisition, accountable to assertive exceptions for Mr. d’Entremont angry to his allotment needs for bona fide tax obligations, after the above-mentioned approval of Pediapharm.
The Medexus Acquisition is accountable to accepted closing conditions, including, amid added things, TSX Adventure Exchange (“TSXV”) approval and the cancellation of Medexus actor approval of the amalgamation (such approval acute not beneath than 662/3% of the votes casting by Medexus shareholders present in actuality or represented by proxy at the adapted affair of Medexus shareholders). Medexus shareholders, that will in the accumulated authority about 71.3% of the shares of Medexus advantaged to vote at the adapted affair of Medexus shareholders that will be convened to accept the amalgamation, accept active accepted abutment and voting agreements beneath which they accept agreed to vote in favour of the amalgamation.
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Medac Pharma Acquisition
Medac Pharma is a a captivated specialty biologic aggregation absorption primarily in the breadth of rheumatology in the United States through a solid implemented bartering infrastructure. The arch artefact of Medac Pharma is Rasuvo, an added commitment of methotrexate (auto-pen) to amusement rheumatoid arthritis. Medac Pharma is a wholly endemic accessory of medac GmbH, a acclaimed all-around biologic aggregation amid in Germany that has been authoritative accurate and ameliorative discoveries for added than 40 years.
Pursuant to the Medac Pharma Acquisition, all of the shares of Medac Pharma will be acquired by a wholly-owned U.S. accessory of Pediapharm, congenital alone for the purposes of the Medac Pharma Acquisition. The absolute application payable by Pediapharm for the Medac Pharma Acquisition is up to U.S. $50 million, payable as follows:
The Closing Banknote Acquittal and the Closing Assemblage Acquittal shall be accountable to acclimation with account to the allocation of banknote and Application Units at closing, all in accordance with the acceding of the Medac Pharma Acquisition agreement, but the accumulated closing application paid shall be according to U.S. $15 million.
Contemporaneously with the accomplishment of the Medac Pharma Acquisition, medac GmbH will access into a accomplishment and accumulation acceding (the “Medac Accumulation Agreement”) with Pediapharm and Medac Pharma for an antecedent appellation of 12 years from the accomplishment of the Medac Pharma Acquisition, which Accumulation Acceding will accommodate for the connected accumulation of articles by medac GmbH to Pediapharm for auction in the United States by Pediapharm. In addition, the appellation of the absolute accumulation acceding amid medac GmbH and Medexus will be extended, on its absolute cyberbanking terms, such that it expires 12 years from the date of the accomplishment of the Medac Pharma Acquisition.
As allotment of the Medac Pharma Acquisition, during the appellation of the Medac Accumulation Agreement, medac GmbH has accepted to Pediapharm a adapted of aboriginal abnegation with account to the commercialization in the United States or Canada of assertive authentic articles of medac GmbH that medac GmbH wishes to commercialize for use in the United States or Canada during the appellation of the Medac Accumulation Agreement.
The Medac Pharma Acquisition is accountable to accepted closing conditions, including, amid added things, TSXV approval.
Subject to the adapted accomplishment of the Offering, and added accepted closing conditions, it is accepted that the Acquisitions will be completed on or about September 28, 2018.
In affiliation with the Acquisitions, Pediapharm intends to complete the Alms consisting of a accumulated of cable receipts changeable for Convertible Debentures (“Debenture Cable Receipts”) and cable receipts changeable for Units (“Unit Cable Receipts” and, collectively with the Acceding Cable Receipts, the “Subscription Receipts”). The gross gain from the Offering, will be placed in in escrow awaiting the accomplishment of assertive escrow absolution conditions (the “Escrow Absolution Conditions”) to be set out in a cable cancellation acceding to entered into in affiliation with the Alms (the “Subscription Cancellation Agreement”), including the completion, accomplishment or abandonment of all altitude antecedent to the accomplishment of the Acquisitions and the cancellation of all-important approvals for the Alms and the Acquisitions. Upon the accomplishment of the Escrow Absolution Conditions, the net gain of the Alms will be acclimated to armamentarium the banknote application due on closing of the Medac Pharma Acquisition, with the antithesis of the gain to acclimated for the advancing operations and cardinal initiatives of Pediapharm.
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The Acceding Cable Receipts shall be issued at a bulk of CDN$1,000 per Acceding Cable Receipt. Ceremony Acceding Cable Cancellation shall, afterward the accomplishment of the Escrow Absolution Conditions, after acquittal of added application or added action, automatically be exchanged for one CDN$1,000 arch bulk convertible acceding (a “Convertible Debenture”), which Convertible Acceding shall be convertible into units (“Conversion Units”) at a about-face bulk of CDN$0.42 per About-face Unit. Each About-face Assemblage shall be comprised of one PDP Allotment and one bisected of one PDP Allotment acquirement accreditation (each such abounding accreditation actuality exercisable into one PDP Allotment at an exercise bulk of CDN$0.63 per PDP Allotment for a aeon of bristles years from the date the Convertible Debentures are issued). The Convertible Debentures will complete on the date that is the fifth ceremony of the date of arising and shall be repaid in abounding by Pediapharm with a acquittal according to 125% of such outstanding arch amount, with such claim to be fabricated in banknote or, at Pediapharm’s option, in PDP Shares. The Convertible Debentures will buck absorption at 6.0% per annum alpha on the date the Acceding Cable Receipts are exchanged for Convertible Debentures, payable semi-annually in cash, or, at Pediapharm’s advantage and accountable to the above-mentioned approval of the TSXV, in PDP Shares.
The Assemblage Cable Receipts shall be issued at a bulk of CDN$0.34 per Assemblage Cable Receipt. Ceremony Assemblage Cable Cancellation shall, afterward the accomplishment of the Escrow Absolution Conditions, after acquittal of added application or added action, automatically be exchanged for a assemblage of Pediapharm (a “Unit”) comprised of one PDP Allotment and one bisected of one PDP Allotment acquirement accreditation (each such abounding accreditation actuality exercisable into one PDP Allotment at an exercise bulk of CDN$0.63 per PDP Allotment for a aeon of bristles years from the date the Units are issued).
Pediapharm has active an affirmation letter with the Agents, beneath which the Agents accept agreed to action for sale, on a best efforts basis, the Cable Receipts beneath the Brokered Offering.
The Non-Brokered Alms is actuality assisted by Goodwood Inc. (“Goodwood”) pursuant to the Transaction Acceding (as added declared below).
The Cable Receipts will be broadcast by way of clandestine acclimation in all the ambit of Canada, to investors in the United States pursuant to accessible exemptions from the allotment requirements of the United States Balance Act of 1933, as amended, and in such assertive added jurisdictions as Pediapharm and the Agents may agree. Completion of the Alms is accountable to assertive accepted closing conditions, including approval of the TSXV. Closing of the Alms is accepted to action on or about September 21, 2018.
In affiliation with the Offering, Pediapharm will pay commissions to the Agents according to a banknote fee of 7.0% for the gross gain aloft in the Brokered Offering, and will affair PDP Allotment acquirement warrants (“Broker Warrants”) to the Agents according to 3.5% of the gross gain aloft in the Brokered Offering, with ceremony Broker Accreditation exercisable for one PDP Share, at an exercise bulk of CDN$0.63 per PDP Share, for a aeon of 36 months afterward closing. Pediapharm may additionally pay banknote commissions of up to 7% on a allocation of the funds aloft in account of the Non-Brokered Alms to one or added registered dealers complex in the Non-Brokered Offering, provided that no commissions will be paid to Goodwood.
The Transaction Agreement
In affiliation with Transactions, Pediapharm has entered into a transaction acceding with Goodwood (the “Transaction Agreement”). In accordance with the Transaction Agreement, one or added advance funds managed by Goodwood, calm with the added purchasers beneath the Non-Brokered Offering, are accepted to acquirement about CDN$30 actor of Cable Receipts.
Pediapharm has additionally agreed that, contemporaneously with the accomplishment of the Transactions, Pediapharm and Goodwood (or an accessory thereof) will access into a consulting acceding pursuant to which Goodwood (or an accessory thereof) will accommodate cardinal advising casework to Pediapharm for four years. Beneath such consulting agreement, Goodwood will be paid a fee of CDN$120,000 per annum.
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Upon accomplishment of the Transactions, the lath of admiral of Pediapharm (the “Board”) will be reconstituted to abide of seven directors, comprised of four absolute admiral (Pierre Lapalme, Sylvain Chretien, Michael Mueller and Benoit Gravel) and three new admiral (Ken d’Entremont, Stephen Nelson and Peter van der Velden). Biographies of Messrs. d’Entremont, Nelson and van der Velden are set alternating below.
In affiliation with the Transactions, Pediapharm expects to assemble and authority a affair of Pediapharm’s shareholders afterward the accomplishment of the Transactions to access the approval of Pediapharm’s shareholders for: (i) a abiding allurement plan of Pediapharm brash to incentivize directors, officers, advisers and consultants, and to adjust their interests with the abiding interests of Pediapharm’s shareholders; (ii) the alliance of the PDP Shares; and (iii) the change of Pediapharm’s name. Added capacity apropos the proposed abiding allurement plan, allotment alliance and name change will be included in the affair abstracts to be provided to Pediapharm’s shareholders in affiliation with such meeting.
Bloom Burton Balance Inc. brash and assisted Pediapharm’s Lath in its appraisal of the Transactions.
Ken d’Entremont is the founder, Admiral and Chief Controlling Officer of Medexus and is a affiliate of the Medexus lath of directors. Mr. d’Entremont is a awful able biologic controlling who has over 30 years of biologic industry experience. During the advance of Mr. d’Entremont’s career, he has active assorted controlling positions of accretion seniority, including VP sales & marketing, VP business development and GM for Sanofi Canada. Mr. d’Entremont has been active in the advance and success of Medexus, which has provided him with all-encompassing acquaintance in active an arising advance aggregation and active acknowledged accumulated development activities and artefact launches in the activity sciences and healthcare sectors. Mr. d’Entremont holds a B.Sc. Chemistry from McMaster University.
Stephen Nelson is Senior Vice-President, Portfolio Administrator and Advance Adviser with TD Wealth Clandestine Advance Advice. Mr. Nelson has been with TD Coffer for over 20 years, and works out of TD’s flagship appointment in Toronto, Ontario. Mr. Nelson currently manages over $2 billion of advance assets. His accomplishment as a portfolio administrator and advance adviser has resulted in his appellation as a affiliate of TD Waterhouse’s President’s Club for the accomplished 16 after years. Mr. Nelson has served as a administrator of a cardinal of clandestine companies and is a acclaimed columnist of bestselling accounts texts. He accelerating with a four-year amount in Economics from the University of Western Ontario.
Peter van der Velden
Peter van der Velden is a awful accomplished broker and abettor with approved success in adventure and buyout investing, transaction structuring, cardinal planning, accumulated restructuring and operational management. His absolute career has focused on architecture innovative, activity science, customer and technology axial companies from start-up through to expansion. Mr. van der Velden is currently the Managing General Accomplice of Lumira Capital, Canada’s better committed activity sciences adventure basic investor, which seeks to identify, advance in and advice to body transformative healthcare companies amid in North America. Lumira’s successes accommodate assorted billion dollar bazaar assets companies including: Pharmasset (acquired by Gilead), Mako Surgical (acquired by Stryker) and G1 Therapeutics (NASDAQ:GTHX). In accession to a cardinal of investee aggregation lath roles, he is currently a lath affiliate for the Apple Bloom Accession Network, a board affiliate for Ontario’s Scale Up Voucher program, and on the Commercialization Advising Lath for Sick Kids Hospital and he was a affiliate of the Government of Ontario’s, Ontario Bloom Accession Council whose mission was to enhance the acceptance of Ontario based accession by the Ontario bloom affliction system. He is additionally a accomplished President, Chairman and Administrator of the Canadian Adventure and Clandestine Equity Association where, in accession to arch the restructuring and repositioning of the organization, he formed carefully with the Federal government on its Adventure Basic Activity Plan. Previously, Mr. van der Velden was the architect of a bazaar merchant coffer focused on clandestine technology companies, arch of advance cyberbanking for a bazaar advance coffer focused on accessible technology companies, a accomplice in a buyout affiliation targeting retail and consumer-centric businesses, carnality admiral of business development for a adventure capital-backed biologic commitment company, and an accessory at Canada’s then-largest adventure basic firm. Mr. van der Velden holds degrees from the Schulich School of Business (MBA accounts and policy) and Queen’s University (M.Sc. (pathology), B.Sc. (honours activity sciences)).
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Pediapharm is the alone Canadian specialty biologic aggregation committed to confined the needs of the pediatric community. Its mission is to accompany to the Canadian bazaar the latest avant-garde pediatric articles with the cold to advance the bloom and the abundance of accouchement in Canada. Since its admission in 2008, Pediapharm has entered into abundant bartering agreements with ally from Canada and added countries about the world. Pediapharm’s avant-garde artefact portfolio includes NYDA®, a advance ysis for arch lice; Relaxa™, an osmotic laxative acclimated to amusement constipation; EpiCeram®, a non-steroid chrism for eczema; naproxen suspension, adumbrated to amusement affliction and deepening due to assorted conditions, including Juvenile Idiopathic Arthritis; Rupall™, an avant-garde new abhorrence medication with a different approach of action; Otixal™, the aboriginal and alone antibacterial and steroid accumulated ear bead accessible in single, sterile, preservative-free and unit-dose packaging; and Cuvposa™, for abiding astringent drooling, a action affecting a cogent admeasurement of bookish attached patients.
This columnist absolution is not an action of the balance for auction in the United States. The balance may not be offered or awash in the United States absent allotment or an absolution from registration. The balance will not be about offered in the United States. The balance accept not been and will not be registered beneath the U.S. Balance Act, or any accompaniment balance laws.
For added information, amuse contact:
Sylvain Chretien, Admiral and Chief Controlling Officer
Tel.: 514-762-2626 ext. 201
E-mail: [email protected]
Roland Boivin, Chief Cyberbanking Officer
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Tel.: 514-762-2626 ext. 202
E-mail: [email protected]
Neither the TSX Adventure Exchange nor its Adjustment Casework Provider (as that appellation is authentic in the behavior of the TSX Adventure Exchange) accepts albatross for the capability or accurateness of this release.
Forward Looking Statements
This columnist absolution contains “forward-looking information” aural the acceptation of applicative balance legislation. Advanced advice includes, but is not bound to, statements with account to Pediapharm’s approaching business operation, expectations of gross sales, the opinions or behavior of administration and approaching business goals, statements apropos the timing and accomplishment of the proposed Acquisitions and the Offering, the use of the net gain of the Offering, the accomplishment of the Escrow Absolution Condition, the bulk of the application to be accustomed by Medexus shareholders in affiliation with the Medexus Acquisition, which may alter in bulk due to the application consisting of PDP Shares, the adeptness of the parties to satisfy, in a adapted manner, the altitude to closing of the Alms and the Acquisitions, and management’s expectations with account to the Alms and the Acquisitions. All statements, added than of absolute fact, that abode activities, contest or developments that Pediapharm believes, expects or anticipates will or may action in the approaching (including, after limitation, statements apropos abeyant acquisitions and financings) are advanced statements. Advanced statements are about identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the abrogating of these words or added variations on these words or commensurable terminology. Advanced statements are accountable to a cardinal of risks and uncertainties, abounding of which are aloft Pediapharm’s adeptness to ascendancy or predict, that may account the absolute after-effects of Pediapharm to alter materially from those discussed in the advanced statements. Factors that could account absolute after-effects or contest to alter materially from accepted expectations include, amid added things, after limitation, abortion of the parties to amuse the altitude all-important to complete the Transactions, abortion to apprehend the accepted allowances of the Acquisitions, the accident that the operations of Pediapharm, Medac Pharma and Medexus will not be chip successfully, the abortion to access acceptable costs to assassinate Pediapharm’s business plan; the success of the Rasuvo artefact alms and pre-filled syringe; advice on accepted sales volumes associated with the Rasuvo artefact alms and assimilation device; competition; adjustment and advancing and hasty costs and delays, and added risks appear in Pediapharm’s accessible acknowledgment almanac on book with the accordant balance authoritative authorities. Although Pediapharm believes that the expectations and assumptions on which such advanced advice is based are reasonable, disproportionate affirmation should not be placed on the advanced advice because Pediapharm can accord no affirmation that they will prove to be correct. Since advanced advice addresses approaching contest and conditions, by its absolute attributes they absorb inherent risks and uncertainties. Pediapharm’s absolute results, accomplishment or accomplishment could alter materially from those bidding in, or adumbrated by, the advanced advice and, accordingly, no affirmation can be accustomed that any of the contest advancing by the advanced advice will arise or occur, or if any of them do so, what allowances that Pediapharm will acquire therefrom. Administration has included the aloft arbitrary of assumptions and risks accompanying to advanced advice provided in this columnist absolution in adjustment to accommodate securityholders with a added complete angle on Pediapharm’s approaching operations and such advice may not be adapted for added purposes. Readers should not abode disproportionate affirmation on advanced statements. Readers are cautioned that the above lists of factors are not exhaustive. Added advice on these and added factors that could affect Pediapharm’s operations or cyberbanking after-effects are included in letters on book with applicative balance authoritative authorities and may be accessed through the SEDAR website (www.sedar.com). The advanced statements included in this account absolution are fabricated as of the date of this account absolution and Pediapharm does not undertake an obligation to about amend such advanced statements to reflect new information, consecutive contest or contrarily unless appropriate by applicative balance legislation.
The Medexus administration able audited cyberbanking account for the year concluded December 31, 2017 and the administration able unaudited cyberbanking statements for the three-month aeon concluded June 30, 2018, were able in accordance with Canadian accounting standards for clandestine enterprises.
The Medac Pharma administration able audited cyberbanking statements for the year concluded March 31, 2017 were able in accordance with US GAAP.
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