MONTREAL, March 20, 2015 (GLOBE NEWSWIRE) — (NEX:BUG). Biophage Pharma Inc. (<< Biophage >>) announced today the conclusion of a conditional asset purchase agreement of all its assets and those of its subsidiary Biophage Inc as of March 10, 2015 with Phagelux Canada Inc. At the closing and only when all the terms of this offer are met, Phagelux Canada Inc. will own all assets including tangible and intangible assets, all Intellectual Property and equipment, as well as phage and bacterial libraries. The aggregate value of the transaction is US$ 750,000 (914,630 $CDN) comprising a closing payment of US$ 200,000 (243,900 $CDN) in cash and the remainder in common stock of the parent company of Phagelux Canada Inc., Phagelux Inc. An additional Equity payment of US$ 250,000 (304,880 $CDN) in common stock (Additional shares) could be issued to Biophage based on the performance of certain assets.
This transaction remains subject to approval by Biophage shareholders and the Autorite des marches financiers (AMF), as well as NEX. In addition, the buyer will have completed the due diligence of the assets acquired and expressed total satisfaction and closed the A Round of Capital Raise; as well as other customary closing conditions in this type of transaction.
The parties to the Offer have agreed to make all commercially reasonable efforts to ensure that the Closing date can occur on or before May 31, 2015. However, since Closing of the Offering is subject to numerous conditions, including external factors to the parties, there is no insurance that this agreement will be executed.
Dr Mandeville, President and CEO of Biophage commented, <<Biophage Pharma believes that the implementation of the proposed transaction will accelerate the pursuit of the objectives set by our corporation over the last 20 years while allowing shareholders to benefit from better business opportunities through the structure and the network of Phagelux Inc >>.
About Biophage Pharma Inc.
Biophage Pharma Inc. is a Canadian biotechnology company focused on the development of innovative phage-based technologies for the detection and management of pathogenic bacteria. Phage therapy offers a safe and environmental friendly solutions to food safety and the control of bacterial pathogens. Biophage Pharma is under cease trade of its shares since April 3, 2008 for failure to deposit its audited financial report as of November 3, 2007.
About Phagelux Canada Inc.
Phagelux Canada, Inc. is a subsidiary of Phagelux, Inc., a corporation that utilizes phages to solve bacterial contamination problems in multiple fields.
The information in this press release contains statements regarding financial results and future operating results. They also contain forward-looking statements with respect to partnerships and agreements and future opportunities. They also contain statements with respect to the management and development of intellectual property as well as other statements about future expectations, goals and plans of Biophage and Phagelux Inc. The words “may”, “could”, “should”, “outlook”, “believe”, “project”, “aim”, “anticipate”, “estimate” and similar words and expressions identify forward-looking statements. Actual results may vary materially from the expectations expressed by Biophage and Phagelux Inc depending on a number of risks and uncertainties. The latter relate to the capacity of the Buyer to close the A Round of Capital Raise in order to buy the assets and to transfer all permits in order to continue normal company operations. It is recommended to shareholders that these statements are predictions and given that actual events or results may differ materially from those anticipated in these forward-looking statements. Forward-looking statements herein reflect the expectations Biophage and Phagelux inc., consider reasonable in the current context and does not undertake to update these statements as a result of subsequent developments, unless required to do so under the applicable securities laws.
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Biophage Pharma Inc. Announces the Conclusion of a Conditional Asset Purchase Agreement
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