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INOVIQ LTD — M&A Activity 2020
Jul 19, 2020
65112_rns_2020-07-19_8566dd31-9caf-4d7d-b04a-811ce95687ee.pdf
M&A Activity
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ASX RELEASE
Lodgement of Court Order – Scheme becomes effective
Melbourne, Australia, 20 July 2020: Sienna Cancer Diagnostics (ASX: SDX) (“Sienna” or “the Company”) is pleased to announce that a copy of the orders of the Federal Court of Australia approving the scheme of arrangement in relation to the proposed acquisition by BARD1 Life Sciences Limited ( BARD1 ) of all the shares in Sienna ( Scheme ) has been lodged with the Australian Securities and Investments Commission ( ASIC ) today.
As a result of this lodgement, the Scheme is now legally effective. A copy of the court orders are attached as an annexure to this announcement.
As at the close of trading today, Sienna's shares will be suspended from official quotation on the ASX.
Timetable and next steps
The timetable for implementation of the Scheme is as follows:
| Event | Date and time |
|---|---|
| Sienna Shares cease trading on ASX at close of trading | 20 July 2020 |
| Scheme Record Date for determining participants in the Scheme and | 7pm (AEST) on 23 July 2020 |
| entitlements to Scheme Consideration | |
| Implementation Date– Scheme Shares transferred to BARD1 and | 28 July 2020 |
| Scheme Consideration provided to Scheme Participants |
Scheme Consideration
On the Implementation Date, Sienna Shareholders will receive 13 New BARD1 Shares for every 5 Sienna Shares held on the Scheme Record Date.
ENDS.
For Further Information, please contact:
Carl Stubbings, CEO & Managing Director Sienna Cancer Diagnostics Ltd [email protected] +61 3 9548 7586
The release of this announcement was authorised by Tony Di Pietro, Company Secretary.
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About Sienna Cancer Diagnostics Ltd.
Sienna is a medical technology company that develops and commercialises diagnostic tests to assist in the early and accurate diagnosis of cancer, enabling improved treatment and patient outcomes. Sienna’s first product, hTERT, a test that aids in the diagnosis of bladder cancer, has been launched and is being commercialised through a growing network of distribution partners globally.
Sienna entered the global liquid biopsy market in 2019 via the strategic acquisition of a “Molecular Net” technology called SIEN-NET[TM] . The first commercial embodiment of SIEN-NET is EXO-NET[TM] , which has been specifically designed to purify a patient sample for cancer-associated exosomes.
The Company recently announced the signing of an exclusive worldwide licence agreement with the University of Adelaide to develop and commercialise a unique cancer probe, SubB2M, which binds to a unique sugar molecule only present in human cancers and can detect its presence in the serum of cancer patients. SubB2M has the potential to detect cancer in a range of testing modalities such as liquid biopsies, immunoassays, circulating tumor cell assays and PET imaging.
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Annexure: Court Orders
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Federal Court of Australia District Registry: Victoria Division: General
No: VID339/2020
SIENNA CANCER DIAGNOSTICS LIMITED Plaintiff
ORDER
JUDGE: JUSTICE MOSHINSKY DATE OF ORDER: 20 July 2020 WHERE MADE: Melbourne
THE COURT NOTES THAT:
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A. This proceeding concerns a scheme of arrangement between the plaintiff and the holders of ordinary shares in the plaintiff, the terms of which are set out at pages 499 to 520 of Exhibit CSS1 to the affidavit of Carl Stephen Stubbings filed on 3 June 2020 (the Scheme ).
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B. There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission ( ASIC ) in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) (the Act ) stating that ASIC has no objection to the Scheme.
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C. The “New Bidder Shares” to be issued pursuant to the Scheme (and as defined in the Scheme) will not be registered under the Securities Act of 1933 (US) or the securities laws of any other state jurisdiction in the United States. In connection with the implementation of the Scheme of Arrangement and the issue of the “New Bidder Shares”, the plaintiff and BARD1 Life Sciences Limited intend to rely on this Court’s approval of the Scheme and on s 3(a)(10) of the Securities Act of 1933 (US).
THE COURT ORDERS THAT:
- Pursuant to s 411(4)(b) of the Act, the Scheme is approved.
Prepared in the Victoria District Registry, Federal Court of Australia Level 7, Owen Dixon Law Courts, 305 William Street, Telephone 03 8600 3333
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- Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s 411(11) of the Act in respect of the Scheme.
Date that entry is stamped: 20 July 2020
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Prepared in the Victoria District Registry, Federal Court of Australia Level 7, Owen Dixon Law Courts, 305 William Street, Telephone 03 8600 3333
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Schedule
No: VID339/2020
Federal Court of Australia District Registry: Victoria Division: General
Interested Person BARD1 LIFE SCIENCES LIMITED
Prepared in the Victoria District Registry, Federal Court of Australia Level 7, Owen Dixon Law Courts, 305 William Street, Telephone 03 8600 3333