Vancouver, British Columbia – March 25, 2011 – Sirona Biochem Corp. (TSX-V: SBM) (the “Company”), a biotechnology company specializing in therapeutics for diabetes and obesity, announced today that it has received the final acceptance of the TSX Venture Exchange for the definitive agreements to acquire TFChem S.A.S. (see press release dated August 25, 2010).
The Company now proposes to proceed with the acquisition at a closing scheduled to be held in France on March 31, 2011 and purchase from TFChem’s shareholders all of TFChem’s issued shares for approximately 13,000,000 common shares in the capital of the Company at a deemed price of CDN$0.10 per share, plus €500,000, or approximately CDN$665,716, in cash for a total purchase price of €1,500,000 or approximately CDN$1,997,150. The Sirona Biochem common shares will be issued as at the closing date and will be escrowed and released over a period of six years with immediate release of 10% of the shares on the closing date and the remaining 90% released over six years in 7.5% increments every six months.
Upon completion of the acquisition, TFChem will operate as a wholly-owned subsidiary of Sirona Biochem Corp. TFChem is a privately held France-based drug discovery company specializing in the synthesis and stabilization of carbohydrate-based molecules.
Sirona Biochem also announces it has completed a private placement of 9,200,000 units at a price of $0.25 per unit for total proceeds of CDN$2,300,000. Each unit consists of one common share and one-half of one transferable share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at any time for two years from the closing date at a price of $0.45. The warrants will be subject to forced conversion if the 10-day volume-weighted average trading price exceeds $0.65 during the period starting 4 months from closing. The Company paid finder’s fees of $183,440, in connection with the private placement. The Company currently has 40,570,984 shares outstanding.
TFChem is a drug-discovery company using fluorine atom properties to develop new glycomimetic compounds. Based in Rouen, France, TFChem aims at becoming a major developer of carbohydrate-based drugs. For more information visit www.tfchemistry.com.
About Sirona Biochem Corp.
Sirona Biochem is a biotechnology company developing diabetes and obesity therapeutics. We are applying a proprietary chemistry technique to improve the pharmaceutical properties of our products. Developed by our partner, TFChem of France, this chemistry platform technology can be applied to improve the commercial value of many different therapeutics, cosmeceuticals and biological ingredients. Sirona Biochem recently announced its plans to acquire TFChem. For more information visit www.sironabiochem.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information regarding this press release, contact:
Sirona Biochem Corp.
Phone: 604.641.4466 x273
Sirona Biochem cautions you that statements included in this press release that are not a description of historical facts may be forward-looking statements. Forward-looking statements are only predictions based upon current expectations and involve known and unknown risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of release of the relevant information, unless explicitly stated otherwise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, Sirona Biochem’s forward-looking statements due to the risks and uncertainties inherent in Sirona Biochem’s business including, without limitation, statements about: the progress and timing of its clinical trials; difficulties or delays in development, testing, obtaining regulatory approval, producing and marketing its products; unexpected adverse side effects or inadequate therapeutic efficacy of its products that could delay or prevent product development or commercialization; the scope and validity of patent protection for its products; competition from other pharmaceutical or biotechnology companies; and its ability to obtain additional financing to support its operations. Sirona Biochem does not assume any obligation to update any forward-looking statements except as required by law.