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Anteris Technologies Global Corp. — Capital/Financing Update 2011
Feb 23, 2011
33869_rns_2011-02-23_5faf9d57-3636-475d-b8af-adfeadf4b917.pdf
Capital/Financing Update
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Innovative BioMedical Devices
bioMD Limited ABN 35 088 221 078
Unit 9, 589 Stirling Hwy Cottesloe, Western Australia 6010 PO Box 956, Cottesloe Western Australia 6850
Telephone +61 8 9385 5038 Facsimile +61 8 9385 5028
ASX RELEASE
24 February 2011
bioMD Offer for Unlisted Allied Medical Update and additional information
PERTH Australia 24 February 2011: bioMD Limited (ASX:BOD), a company with assets in regenerative tissue engineering technologies would like to advise the following two conditions with respect to the proposed off market takeover offer to buy all the shares in Allied Medical Limited (“ Allied ”) have been satisfied.
1. Allied major shareholder Avexa Ltd agrees to sell 19.9% to bioMD
Avexa Limited (“Avexa”) has agreed to irrevocably accept the offer in respect of 2,580,000 Allied shares. This will provide bioMD with 19.9% of the issued capital in Allied.
Under the proposed offer, each Allied shareholder will, upon acceptance, receive 32 bioMD shares per one Allied share held.
2. Allied Directors and Key Executives assign AML Options to bioMD
Subject to the bid becoming unconditional the current Directors and Key Executives have entered into agreements to sell the AML Options held by them to bioMD in exchange for 53.6 million bioMD Options.
The following additional information is now supplied in respect of the proposed takeover offer.
Directors of Allied Medical Ltd to join bioMD board
The new merged group will see the following appointments to the bioMD Ltd board at the successful completion of the offer.
Mr Lee Rodne ‐ CEO, Allied Medical Limited
Mr Rodne has worked in the Healthcare and Technology markets for the past 14 years. He has served as a Director and Vice President of a U.S. based Healthcare Consulting & Distribution Company specializing on GE Healthcare products and services. Lee also provided consulting services to the U.S. Healthcare, Device and Technology industries including Hospitals, Clinics, Multi‐National Medical Device companies, Healthcare Insurance markets and various technology driven companies. Lee holds an MBA from the University of St. Thomas, St. Paul, MN and a B.A. degree from St. Johns University.
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Mr Chris Catlow – Non‐Executive Chairman, Allied Medical Limited
Mr Catlow is an experienced executive in the capital markets. Over his 25 year career, he has held various senior roles in major operating companies and has considerable experience in raising both equity and debt for large projects. Mr Catlow was the inaugural CFO of Fortescue Metals Group Ltd and played a central role in its development and in raising more than US$4 billion. Mr Catlow was previously a director of Consolidated Rutile Ltd and Executive General Manager Finance of Iluka Resources Limited and is currently Chairman of Sirius Minerals plc and Indo Mines Ltd. Mr Catlow has a Bachelor of Science in Engineering from the University of Durham, UK and is a Fellow of the Institute of Chartered Accountants in Australia.
Mr Graeme Rowley – Non‐Executive Director, Allied Medical Limited
Mr Rowley played a central role in the development of Fortescue Metals Group Ltd from its inception in 2003. He recently retired as an Executive Director of Fortescue but continues to serve as a Non‐Executive of the company. Previously he was an executive with Rio Tinto Plc holding senior positions in Hamersley Iron and Argyle Diamonds. Mr Rowley's previous directorships have included Dampier Port Authority, the Pilbara Development Commission, the Council for the West Pilbara College of TAFE and the Western Australian State Government's Technical Advisory Council.
bioMD funding position
bioMD Limited currently has the following options on issue (this does not include the proposed issue of options related to the offer for Allied)
| 87,670,903 | 31/12/2011 | expiry | $0.04 | cents exercise price | (listed BODOA) |
|---|---|---|---|---|---|
| 600,000 | 19/03/2011 | expiry | $0.10 | cents exercise price | |
| 5,000,000 | 22/10/2014 | expiry | $0.10 | cents exercise price | |
| 209,172 | 31/12/2011 | expiry | $0.10 | cents exercise price | |
| 3,500,000 | 31/12/2011 | expiry | $0.06 | cents exercise price |
Should all of the 31/12/2011 (BODOA) options be exercised the company would receive $3,506,836.
Offer timetable
Both bioMD and Allied have agreed to the following indicative timetable regarding the lodgement and dispatch of the offer.
| and dispatch of | the offer. |
|---|---|
| 15 Feb 2011 | Announcement of Bid |
| 7 Mar 2011 | Dispatch Notice of Meeting |
| 8 Mar 2011 | bioMD lodges its bidder statement with ASIC and ASX and services it on AML |
| 15 Mar 2011 | bioMD dispatches its bidders statement for shareholders |
| 8 Mar 2011 | Allied Medical lodges its target statement with ASIC and ASX, serves it on BioMDand dispatches to its shareholders |
| 5 Apr 2011 | bioMD EGM |
| 15 Apr 2011 | End of Offer Period |
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For further information please contact:
Mr. Lee Rodne, CEO Allied Medical Limited +61 8 9266 0190
Mr. Michael Bennett, MD BioMD Limited +61 8 9385 5038 / +61 419 944 567
Mr. Robert Towner, Exec. Director bioMD Limited +61 8 9385 5038 / +61 414 594 868
Media: Paul Dekkers Buccan Consulting +61 2 9237 2800 [email protected]
About bioMD Limited
bioMD (ASX: BOD) is an Australian company commercialising innovative tissue engineering technology for use in cardiovascular and soft tissue repair surgery. The ADAPT® technology offers significant improvements to current tissue processing technologies in terms of immunogenicity and tissue durability. Its lead product, CardioCel, has been evaluated in a Phase II human trial in South Africa for various cardiac repair procedures. bioMD is currently maximising shareholder value via pursuit of corporate partnerships, successful completion of clinical milestones and rapid commercialisation strategies.
About Allied Medical Limited
Allied Medical is an Australian based company that is emerging as a major healthcare commercialisation plater focussed on growing its major interest in Coridon Pty Ltd, developing DNA vaccines for global markets. Allied Medical’s established distribution business consists of innovative and cost effective medical devices and technologies with applications across a broad scope of medical specialties including anaesthesiology, critical care, pain management, infectious diseases, emergency medicine and cardiology. Allied Medical is a major investor in Brisbane based Coridon Pty Ltd, led by Professor Ian Frazer developing next generation DNA vaccines.
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