Mr. Chris Dallin reports
ASEP MEDICAL ANNOUNCES RETENTION OF 45% VOTING INTEREST
IN ABT AND SEPSET AND 5% PREFERRED SHARE INTEREST
Following extensive negotiations with the management of ABT Innovations Inc. and Sepset Biosciences Inc., ASEP Medical Holdings Inc. has agreed to reduce its indirect shareholdings in each of ABT and Sepset from 50.1 per cent to 45 per cent in consideration for the settlement of intercompany indebtedness and the issuance of one preferred share in each of ABT and Sepset in favour of ASEP, as evidenced in the major shareholder agreements.
ASEP structured the transaction to preserve its economic exposure to ABT and Sepset notwithstanding the reduction in its common share ownership. As part of the consideration, ASEP will receive one preferred share in each of ABT and Sepset, which is intended to preserve the economic value associated with the 5-per-cent reduction in ASEP's common share ownership in each of ABT and Sepset. The preferred shares will not carry voting rights but are expected to provide ASEP with a preferential economic entitlement based on an annual percentage of net profits, payable quarterly, and structured to operate, to the extent permitted under the applicable governing documents and applicable law, in a manner similar to a royalty. This entitlement may be satisfied through dividends, distributions, redemptions or other permitted payments, as applicable. The transaction also contemplates liquidation event provisions pursuant to which, following the satisfaction of all debts, liabilities and obligations, ASEP would first receive the amount payable in respect of its preferred shares and would thereafter participate in any remaining proceeds in its capacity as a 45-per-cent shareholder, without duplication of recovery. ASEP is also expected to remain actively involved in material operational and strategic decisions through its governance rights, including board representation and consent rights over certain key matters. The applicable shareholder agreements are also expected to include customary provisions governing the parties' relationship and their dealings with ABT and Sepset, including provisions designed to support ASEP's continued treatment of ABT and Sepset as equity accounted investments in its financial statements, as well as drag-along and tag-along rights.
As a result of this transaction, the Canadian Securities Exchange will reclassify the company to an investment company for the purpose of CSE policies going forward. The company's name, stock symbol and Cusip will remain unchanged.
Despite this change, the company's focus would remain unchanged. ASEP intends to continue supporting, financing and participating in the development and commercialization of ABT and Sepset's business and underlying technology. ASEP's business plan would continue to include identifying and pursuing strategic investment, financing and commercialization opportunities intended to enhance the value of the subsidiaries' technology and operations, including opportunities in India and China (per the current assets and existing licences of ABT and Sepset) and support potential expansion into other jurisdictions.
About ASEP Medical Holdings Inc.
ASEP Medical is an investment issuer focused on investing into biotechnology research and development assets and is based in Victoria, B.C., Canada. The company possesses a valuable portfolio of global patents for innovative diagnostic and therapeutic medical technologies. These technologies were developed over the past decade at the University of British Columbia under the guidance of Dr. Robert E.W. Hancock, one of the world's foremost microbiologists. ASEP holds a significant interest in two private companies -- Sepset Biosciences (ASEP's leading product, a sepsis diagnostic technology) and ABT Innovations (specializing in anti-biofilm technology). As the company's patented innovations address unmet medical needs, it presents a unique investment opportunity for both retail and institutional investors.
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