VANCOUVER, CANADA and ROUEN, FRANCE – August 25, 2010 – Sirona Biochem Corp. (TSX-V: SBM), a biotechnology company specializing in carbohydrate-based molecules, including therapeutics for diabetes and obesity, announced today it has signed a preliminary binding agreement to acquire 100% of the shares of TFChem S.A.S., a privately held France-based drug discovery company specializing in the synthesis and stabilization of carbohydrate-based molecules. Upon completion of the acquisition, TFChem will operate as a wholly-owned subsidiary of Sirona Biochem Corp.
Under the agreement, Sirona Biochem will purchase from TFChem’s shareholders all of TFChem’s issued shares for approximately 13,000,000 common shares in the capital of Sirona 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 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.
Sirona Biochem’s acquisition of TFChem is subject to a number of conditions, including, among others, TSX Venture Exchange acceptance, the execution of definitive documents, the cancellation of all of the common shares of Sirona Biochem issuable to TFChem under the research and license agreement dated September 26, 2008 between Sirona Biochem and TFChem and Sirona Biochem shareholder approval of the potential change of control of Sirona Biochem that may result from Dr. Geraldine Deliencourt-Godefroy’s acquisition of approximately 20% of the issued and outstanding shares of Sirona Biochem upon completion of the transaction. Dr. Geraldine Deliencourt-Godefroy will join Sirona’s board of directors and assume the role of Chief Scientific Officer of the combined entities.
In addition, Sirona Biochem intends to undertake a non-brokered private placement of up to 10,000,000 units at a price of CDN$0.10 per unit, for total gross proceeds of up to CDN$1,000,000. Each unit will consist of one (1) common share and one (1) share purchase warrant. Each warrant will entitle the holder to purchase one additional common share for a two year term at CDN$0.20 per share. The private placement proceeds will be used to complete Sirona Biochem’s due diligence on TFChem, prepare the definitive documents for the acquisition and for general working capital purposes.
TFChem is a drug-discovery company which uses the 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.
On behalf of the Board of Directors
Sirona Biochem Corp.
Mark Senner, President
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.
For more information regarding this press release, contact:
Sirona Biochem Corp.
Phone : 604.641.4466 x.273
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.