Regulatory Filings • Mar 30, 2011
Regulatory Filings
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Lelystad, the Netherlands, 30 March 2011
Reference is made to the press release dated 12 January 2011 of Fornix BioSciences N.V. (Fornix) announcing the proposed sale of Fornix' Medical Aid Division (Laprolan) to Rochester Medical Corporation (Rochester) and related arrangements (the Transaction).
The cash proceeds of the Transaction are subject to various conditions, with a maximum reduction of approximately EUR 2,000,000. These conditions relate to certain third party consents that are required to be obtained in relation to the Transaction (the Required Consents), within 90 days after the date of the completion of the transfer of the shares of Laprolan pursuant to the relevant notarial deed of transfer (Completion). In the press release dated 15 February 2011 Fornix announced that the majority of the Required Consents was obtained. The downward adjustment was at the time maximized at approximately EUR 500,000.
Fornix hereby announces that the last Required Consent has now also been obtained, under the condition that the Completion takes place. As a result of obtaining the last Required Consent, no downward adjustment on the purchase price of the shares of Laprolan will be made.
As stated in the press release dated 20 January 2011, Fornix will hold an extra-ordinary meeting of shareholders on 30 March 2011 in order to obtain the approval of the shareholders concerning the Transaction. If approval is obtained, the Completion will take place shortly thereafter.
In the press release dated 15 February 2011 it is stated that, as a result of the Transaction, Fornix is likely to incur a tax liability with respect to the application of article 15ai of the Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969 or its successor). This tax liability relates to a transfer of assets and liabilities within the Fornix fiscal unity that took place in the past. At the tim e of the 15 February 2011 press release, Fornix was in the process, together with the tax authorities, of determining the precise amount payable. The expectation at that time was that the amount payable would be in the range of EUR 600,000 to EUR 900,000. Fornix has now reached agreement with the tax authorities in respect to this matter. The tax liability is determined at EUR 510,000 and is herewith somewhat lower than indicated in the 15 February 2011 press release. The purchase price agreed upon with Rochester incorporates a partial compensation for this tax liability.
C.L. Bergman, CEO Tel. +31 (0) 320) 26 77 99
Fornix BioSciences N.V. is a listed company (Euronext Amsterdam: AFORBI) that was engaged in the distribution of medical aids and medical and nursing consumables.
The company, which operates sites in Lelystad and Beuningen, currently employs approximately 23 people. Fornix BioSciences N.V. operates mainly in the Netherlands and is currently only engaged in the sale and distribution of medical aids. The Medical Aids Division consists of Laprolan B.V., which is located in Beuningen, and specialises in the sale, marketing and distribution in the Netherlands of a wide range of medical aids and medical and nursing consumables.
On 12 January 2011 Fornix BioSciences N.V. announced that it reached agreement with the U.S. based Rochester Medical Corporation with regard to the sale of Laprolan B.V.. If the general meeting of shareholders of Fornix approve of the divestment of Laprolan B.V. during the Extraordinary General Meeting to held on 30 March 2011, Fornix will complete the transfer of all of its shares in Laprolan B.V. to Rochester Medical Corporation shortly thereafter and all of Fornix BioSciences activities will have been divested.
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