Healthcare Industry News: Miraculins
News Release - November 16, 2006
Miraculins Announces Offer to Combine With IBEX Technologies Inc.Transaction represents a 65% premium for IBEX shareholders based on 50 day average closing price
Strong strategic fit
Strengthened financial position for combined company
WINNIPEG, MANITOBA--(Healthcare Sales & Marketing Network)--Nov 16, 2006 -- Miraculins Inc. (TSX VENTURE:MOM.V ), a biotechnology company dedicated to the discovery and validation of cancer biomarkers for use in developing diagnostic tools and therapeutic products, today announced that it intends to make an unsolicited offer to acquire all outstanding common shares of IBEX Technologies Inc. (TSX:IBT.TO ). IBEX is a Montreal-based biotechnology company focused on the development of diagnostics for the management of cancer and arthritis. This offer follows a direct approach by Miraculins to IBEX's management and Board of Directors.
Under the terms and conditions of the offer, Miraculins has proposed the two companies be combined on the basis that the current IBEX shareholders receive one common share of Miraculins (as the combined company) for every five shares of IBEX that they currently hold. Upon completion of the merger, Miraculins shareholders would own approximately 77% percent and IBEX shareholders would own approximately 23% percent of the combined company. This offer represents a deemed value of $0.182 for IBEX shareholders, a 65% premium over the average closing price of IBEX common shares on the Toronto Stock Exchange for the past 50 days of trading. On November 15, 2006 the average closing price for the past 50 days of each IBEX common share was $0.11 on the Toronto Stock Exchange and the average closing price for the past 50 days of each Miraculins common share was $0.91 on the TSX Venture Exchange.
"The cancer diagnostic programs of Miraculins and IBEX are extremely complementary, and future opportunities for our companies are enhanced by this transaction", said Dr. Jim Charlton, President of Miraculins Inc. "We believe that this offer represents an attractive value for the shareholders of IBEX and Miraculins, and is consistent with our strategy to focus on building a strong biomarker company and driving shareholder value."
Documents relating to the offer are expected to be made available to shareholders of IBEX as soon as practicable. Completion of the offer is subject to various terms and conditions as will be outlined in the formal takeover bid offer.
This offer will be made only by a separate formal offer and takeover bid circular. This news release does not constitute an offer of solicitation in any jurisdiction. Any such offer or solicitation will be made only by formal offer and only in jurisdictions where Miraculins may legally do so.
About Miraculins Inc.
Miraculins is discovering, validating and developing biological markers (biomarkers) with clinical relevance for the diagnosis and treatment of cancers with critical unmet needs. The importance of tumor biomarkers for "common" cancers has been widely recognized and acknowledged by cancer experts and leading groups such as the National Cancer Institute and the American Cancer Society. The Company's BEST(TM) Platform utilizes the concurrent analysis of clinical factors and biological data, and a combination of proteomic, mass spectrometric, and protein chemistry techniques for biomarker discovery.
This press release contains forward-looking statements. All statements, other than statements of historical fact, included herein are forward-looking statements that involve risks and uncertainties. There can be no assurances that such statements will prove to be accurate, and actual results in future events could differ materially from those anticipated in such statements. Important factors that could cause actual statements to differ materially from Miraculins' expectations are disclosed in those documents filed from time-to-time with applicable securities regulatory authorities in Canada.
Readers are cautioned not to rely on these forward-looking statements. Miraculins does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise except as required by law.
The following factors related to the business combination of Miraculins and IBEX could cause actual results to differ materially from the forward-looking statements: lack of Shareholder support for the Offer; the timing of the closing of the transaction, if approved by Shareholders; dilution; the businesses of Miraculins and IBEX may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; changes in management and organizational structure; and the expected combination benefits from the Miraculins/IBEX transaction may not be fully realized nor realized within the expected time frame.
Issuer of this News Release is solely responsible for its
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