|By Marketwired .||
|July 4, 2014 04:54 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/04/14 -- Leo Acquisitions Corp. (TSX VENTURE:LEQ.H) ("Leo") is pleased to announce that it has signed a letter of intent (the "LOI") with Axcelon Biopolymers Inc., a corporation existing under the laws of Ontario ("Axcelon"), which outlines the general terms and conditions pursuant to which Leo and Axcelon would be willing to complete a transaction that will result in a reverse take-over of Leo by the shareholders of Axcelon (the "Transaction"). The LOI was negotiated at arm's length and is effective as of May 30, 2014.
The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") to be signed on or before August 31, 2014 (or such other date as may be mutually agreed in writing between Leo and Axcelon). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions, including the approval of the directors of each of Leo and Axcelon of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Leo and Axcelon, as well as the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the Transaction will be structured as a securities exchange.
Leo is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Leo is a "reporting issuer" in the provinces of Ontario, British Columbia, Alberta and Saskatchewan.
Since the Transaction is not a non-arm's length transaction, Leo is not required to obtain shareholder approval for the Transaction. Trading in the common shares of Leo has been halted. It is unlikely that the common shares of Leo will resume trading until the Transaction is completed and approved by the TSXV.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing):
-- Axcelon must complete a private placement financing of common shares from treasury for minimum gross proceeds of not less than $2,000,000 and up to $6,000,000 (the "Offering") to fund capital expenditures, research and development, and general working capital. The terms and conditions of the Offering have not yet been determined and will be dependent on various factors, including market conditions. -- The parties will prepare a filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction. -- Axcelon and Leo will enter into a Definitive Agreement in respect to the Transaction on or before August 31, 2014. -- Axcelon will obtain the requisite shareholder approvals for the Transaction. -- All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.
The Proposed Transaction
Pre-Closing Capitalization of Leo
As of the date hereof, Leo has 7,240,500 common shares (the "Leo Shares") issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 774,050 Leo Shares at an exercise price of $0.10 per Leo Share.
Pre-Closing Capitalization of Axcelon
As of the date hereof, Axcelon's authorized capital consists of an unlimited number of common shares ("Axcelon Shares"), of which 14,200,000 will be issued and outstanding. Axcelon has an aggregate of approximately $190,000 of shareholder loans outstanding (the "Axcelon Shareholder Loans") and an aggregate of $130,000 principal amount of convertible debt outstanding (the "Axcelon Convertible Loans"). The Axcelon Convertible Loans, including accrued interest, will be converted into Axcelon Shares prior to the completion of the Transaction at a price equal to a 10% discount to the subscription price of the Offering. Upon closing of the Transaction, the Axcelon Shareholder Loans will be evidenced by note agreements containing the following terms: a maturity date of no less than two years from the closing date of the Transaction, subject to acceleration in the event that the Resulting Issuer completes an equity or debt financing in excess of $3 million in gross proceeds.
Terms of the Transaction
Leo proposes to acquire all of the issued and outstanding Axcelon Shares pursuant to the terms of a Definitive Agreement. It is expected that each shareholder of Axcelon will receive in exchange for each Axcelon Share held (the "Exchange Ratio") that number of Leo Shares such that, immediately prior to giving effect to the conversion of the Axcelon Loans and the Offering, the current shareholders of Leo would hold no less than 10.8% of the common shares of the combined entity (the "Resulting Issuer") and the current shareholders of Axcelon would hold approximately 89.2% of the common shares of the Resulting Issuer, on a non-diluted basis.
An aggregate of $1 million worth of Leo Shares will be held in escrow and released to the current holders of Axcelon Shares on the Resulting Issuer meeting certain financing and performance milestones for a period ending in the first quarter of fiscal 2015.
Immediately after the completion of the Transaction, (i) Axcelon would be a direct, wholly owned subsidiary of the Resulting Issuer, and (ii) the former Axcelon shareholders would collectively exercise control over the Resulting Issuer.
Axcelon was founded in 2001 in London, Ontario with a commitment to develop value-added, proprietary medical devices for human health applications.
Axcelon is focused on developing and commercializing innovative medical devices that utilize the unique advantage of its microbial cellulose biomaterial platform technology for numerous applications, including wound healing, cardiology, tissue engineering and regenerative medicines. Axcelon has patented processes and nanopolymer technologies to develop new and improved medical devices and deliver enhanced healthcare. Axcelon also has research and development activities pertaining to non-medical applications of bacterial cellulose.
Selected Financial Information
The table below sets out certain selected unaudited financial information regarding Axcelon as at, and for the year ended December 31, 2013 (unaudited) and the three month period ended March 31, 2014. The selected information was prepared in accordance with Canadian GAAP).
Balance Sheet As at December 31, 2013 As at March 31, 2014 (unaudited) (unaudited) Current Assets $11,656 $14,916 Fixed Assets $1,664 $1,578 Total Assets $13,320 $16,494 Current liabilities $273,226 $299,155 Non-Current Liabilities $155,383 $159,267 Total Liabilities $428,609 $458,422 Shareholders' equity ($415,289) $(441,928) Total liabilities and equity $ 13,320 $ 16,494 Statement of Comprehensive For the three Income For the year ended month period ended December 31, 2013 March 31, 2014 (unaudited) (unaudited) Revenue $45,910 $0 Expenses $142,383 $26,639 Net Loss for the Period $96,473 $26,639
Proposed Directors and Management Team of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall be comprised of seven members, including: Dr. Chandra J. Panchal (Chairman & CEO), Claude LeDuc (President & COO), James Youmans, Jenny Stranges, Gordon Peterson, Michael Newman and Gerry Goldberg. Biographical information for each of the foregoing is set out below.
Chandra J. Panchal, Chief Executive Officer, Chairman of the Board
Dr. Panchal founded Axcelon Biopolymers Inc. in 2001 and was a co-founder of Procyon Biopharma Inc., a publicly traded biotechnology company involved in development of wound healing, cancer therapeutic and diagnostic products, which listed on Alberta Stock Exchange in 1998, The Toronto Stock Exchange in 2000 and changed its name to Ambrilia BioPharma Inc.. He served as Procyon's Chairman, President and CEO and Ambrilia's Senior Executive Vice-President, Business Development, Licensing and Intellectual Property in charge of both out-licensing, in-licensing and M&A activities. He retired from Ambrilia in February 2008. Since then, Dr. Panchal has served as a consultant in the biomedical industry and has been an investor in technology. Prior to founding Procyon, Dr. Panchal was a senior scientist/group leader supervising activities related to yeast genetics, fermentations and product development at John Labatt Ltd., a multinational food and beverage company. He was a director of Procyon from 1989 to 2006. Dr. Panchal is currently on the Board of Director of five public companies and MaRS Innovation. He has authored over 50 scientific papers and has edited a book entitled "Yeast Strain Selection", published in 1990. Dr. Panchal has been an Adjunct Professor at The University of Western Ontario where he obtained his Ph.D. in Biochemical Engineering.
Claude LeDuc, President & Chief Operating Officer and Director
Mr. LeDuc has over 28 years of international executive experience and achievement in private and Fortune 500 Companies. From 2002 to 2008 he was President and CEO of BioSyntech Canada Inc., a publicly listed biomaterials company which had developed innovative biotherapeutic thermogels for regenerative medicine (tissue repair) and therapeutic delivery, which appeal to unmet medical needs. He was involved in raising over $45 million for the company and oversaw the commercialization of its CarGel product for knee repair. Prior to that Mr. LeDuc was at Genzyme Biosurgery from 1999 to 2004 progressing to the level of Director - International Markets including Asia Pacific. Mr. LeDuc's prior experience included senior positions at Biomatrix, Serono Labs and Syntex Labs.
Jenny Stranges, Director
Ms. Stranges is a finance and operations executive with 20+ years of progressive experience in industries ranging from high tech to education. Ms. Stranges has held multiple C-Level positions in private, public and not-for-profit organizations. She is currently the Executive Vice President of Finance and Administration of Camino Modular Systems. Previously, she held the position of CFO for BSM Technologies Inc., a publicly traded TSX Venture-listed technology company. Prior to that, she served as President & CEO of Recovery Technologies (Canada) Inc., a privately held tire recycling company with plants in Canada and the US. Ms. Stranges was involved in the completion of a $155 million IPO with Priszm Brandz, where she held the position of Vice President of Finance. She started her public company career in 1987 with Royal Trust and then subsequently Gentra Inc. Ms. Stranges has a BA from York University and obtained her CPA, CA with Arthur Andersen. In 2013 she was named to the "Diversity 50" List by the Canadian Board Diversity Council.
James Youmans, Director
Mr. Youmans is a graduate of Indiana University. He worked 9 years for Eli Lilly and Company in progressive areas of responsibility of sales, medical, market research and market Planning. He accepted a job with Glaxo Pharmaceuticals as a product manager when they started operations in the US and grew to head Marketing for Glaxo Pharmaceuticals, then head of New Product Market Planning and eventually VP of new Business Planning. He sat on the Board for Glaxo Holdings in the UK. He then accepted the position of CEO for Ranbaxy Pharmaceuticals, The Americas. Mr. Youmans then was hired by Sandoz Pharmaceuticals as President, located in Basel, Switzerland. He was later made Head of Country Operations (COO) for Novartis Pharmaceuticals after the merger between Sandoz and Ciba Pharmaceuticals, remaining in Switzerland. At Novartis Mr. Youmans sat on 20 of the country Boards of Directors while holding the Chairmanship in more than 5. Mr. Youmans retired from his contract with Novartis and returned to the United States in 1997, where he co-founded RX Samples, Solutions, Inc., a marketing company that is now 16 years old. He maintains a Co-Chairmanship of this company to date and has sat on several Boards, both in the US and Canada over the past several years. He resides in Raleigh, NC and is married to his wife, Linda, for 46 years and has three grown children with one granddaughter.
Gordon Peterson, Director
Mr. Peterson is a founding partner at Carlyle Peterson Lawyers LLP, a London, Ontario law firm established in 1995. Prior thereto he was a partner in the law firm of Harrison, Elwood in London, Ontario, where he practiced corporate-commercial law with emphasis on securities law since 1989. Previously, he was with the law firm of Aird & Berlis, Toronto, Ontario. Mr. Peterson has been a director or corporate secretary of a number of public and large private companies. He received his Bachelor of Business Administration (Honours) degree from Simon Fraser University, Vancouver, British Columbia and his MBA and LL.B degrees from The University of Western Ontario, London, Ontario. He has been a lecturer at UWO Faculty of Law, the Law Society of Upper Canada, Continuing Education and an instructor in the Law Society of Upper Canada Bar Admission course and the Canadian Institute of Management program.
Gerry Goldberg, Director
Gerry Goldberg is a Chartered Accountant and is a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, and prior thereto, he was a partner in the predecessor firm of Grant Thornton for over 10 years. Gerry Goldberg has over 30 years experience and he heads the US Public Company audit division of the firm and has industry expertise in the service, distribution, retail, real estate, "not-for-profit" entities and manufacturing industries with a strong emphasis in taxation and business advisory services. He is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the US. He is actively involved with the audit of various public Canadian, US, Chinese and other foreign companies listed in the US and Canada. He is or was a director and audit committee chair of a number of public, non-profit, educational and other institutions, organizations and companies.
G. Michael Newman, Director
Michael Newman, 68, is the founder, and from 1997 to 2009 was the President & CEO of InterRent Real Estate Investment Trust (TSX:IIP.UN). He is the Managing Director of two family owned merchant banks, Boardwalk Capital Inc., and Adevam Investments Inc. He currently serves on the Boards of Directors of GreenStar Agricultural Corp., (TSX VENTURE:GRE) Augustine Ventures Inc., (CSE:WAW), Quinsam Capital Inc., (CSE:QCA) as well as on the Independent Review Committees of Energy Income Fund (TSX:ENI.UN), Citadel Income Fund (TSX:CTF.UN) and Artemis US Capital Appreciation Fund (TSX:AUF.UN) and also serves on the Advisory Boards of The Succession Fund and AgriFood Capital Inc., two private equity funds.
Insiders of the Resulting Issuer
The only shareholders of Axcelon who currently own more than 10% of the outstanding Axcelon Shares (or securities convertible into Axcelon Shares) are Chandra J. Panchal and Claude LeDuc.
Following the completion of the Transaction and subject to the number of Axcelon Shares that may be issued and sold as part of the Offering, it is expected that each of Chandra J. Panchal and Claude LeDuc will respectively exercise direction or control over more than 10% of the issued and outstanding shares of the Resulting Issuer.
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Leo is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that Leo will ultimately obtain this exemption. Leo intends to include any additional information regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to Leo and Axcelon was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued research and development. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Leo and Axcelon disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Leo Acquisitions Corp.
There are 182 billion emails sent every day, generating a lot of data about how recipients and ISPs respond. Many marketers take a more-is-better approach to stats, preferring to have the ability to slice and dice their email lists based numerous arbitrary stats. However, fundamentally what really matters is whether or not sending an email to a particular recipient will generate value. Data Scientists can design high-level insights such as engagement prediction models and content clusters that a...
May. 5, 2015 10:15 AM EDT Reads: 4,422
The WebRTC Summit 2015 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
May. 5, 2015 10:15 AM EDT Reads: 3,121
ScriptRock has been included in the list of "Cool Vendors" in the "Cool Vendors in DevOps 2015" report by Gartner, Inc.* ScriptRock provides visibility into the configuration state of an organization's IT environments, enabling the continuous delivery of mission critical services. For enterprises where downtime is not an option, ScriptRock's system-wide overwatch offers the assurance that misconfigurations and anomalies are caught before they affect the business. By satisfying this fundamental ...
May. 5, 2015 10:15 AM EDT Reads: 412
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover ...
May. 5, 2015 10:00 AM EDT Reads: 5,532
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Ras...
May. 5, 2015 10:00 AM EDT Reads: 3,907
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises a...
May. 5, 2015 09:45 AM EDT Reads: 592
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
May. 5, 2015 09:45 AM EDT Reads: 3,402
Database apps on mobile devices shouldn't stop working when there's limited or no network connectivity. In his session at 16th Cloud Expo, Bradley Holt, a Developer Advocate for IBM Cloudant, will discuss how to bring data stored in a cloud database to the edge of the network (and back again), whenever an Internet connection is available. He will demonstrate techniques for replicating cloud databases with mobile devices in order to build offline-enabled mobile apps that can provide a better,...
May. 5, 2015 09:45 AM EDT Reads: 1,002
SYS-CON Events announced today that Secure Infrastructure & Services will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Secure Infrastructure & Services (SIAS) is a managed services provider of cloud computing solutions for the IBM Power Systems market. The company...
May. 5, 2015 09:45 AM EDT Reads: 1,074
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using ...
May. 5, 2015 09:45 AM EDT Reads: 5,890
In his session at WebRTC Summit, Peter Dunkley, Technical Director at Acision, will look at creating interactive communications via the web by adding messaging, file transfer, and group communication (group chat and audio/video conferencing) into the web experience. He will also discuss potential applications of this technology in areas including B2B, B2C, P2P, and gaming. Peter Dunkley is Technical Director at Acision. He graduated from The University of Edinburgh in 2000 with a BSc (Hons) in ...
May. 5, 2015 09:39 AM EDT Reads: 221
The cloud has transformed how we think about software quality. Instead of preventing failures, we must focus on automatic recovery from failure. In other words, resilience trumps traditional quality measures. Continuous delivery models further squeeze traditional notions of quality. Remember the venerable project management Iron Triangle? Among time, scope, and cost, you can only fix two or quality will suffer. Only in today's DevOps world, continuous testing, integration, and deployment upend...
May. 5, 2015 09:30 AM EDT Reads: 3,440
It's time to put the "Thing" back in IoT. Whether it’s drones, robots, self-driving cars, ... There are multiple incredible examples of the power of IoT nowadays that are shadowed by announcements of yet another twist on statistics, databases, .... Sorry, I meant, Big Data(TM), tiered storage(TM), complex systems(TM), smart nations(TM), .... In his session at WebRTC Summit, Dr Alex Gouaillard, CTO and Co-Founder of Temasys, will discuss the concrete, cool, examples of IoT already happening tod...
May. 5, 2015 09:15 AM EDT Reads: 585
SYS-CON Events announced today that Site24x7, the cloud infrastructure monitoring service, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Site24x7 is a cloud infrastructure monitoring service that helps monitor the uptime and performance of websites, online applications, servers, mobile websites and custom APIs. The monitoring is done from 50+ locations across the world and from various wireless carr...
May. 5, 2015 09:15 AM EDT Reads: 2,471
What exactly is a cognitive application? In her session at 16th Cloud Expo, Ashley Hathaway, Product Manager at IBM Watson, will look at the services being offered by the IBM Watson Developer Cloud and what that means for developers and Big Data. She'll explore how IBM Watson and its partnerships will continue to grow and help define what it means to be a cognitive service, as well as take a look at the offerings on Bluemix. She will also check out how Watson and the Alchemy API team up to off...
May. 5, 2015 09:15 AM EDT Reads: 2,142