JJR IV Acquisition Inc. announces the entering into of an amalgamation
agreement with BIOX Corporation and announces change to meeting date
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TSX VENTURE EXCHANGE: JJV.P
BIOX is a renewable energy company that designs, builds, owns and operates biodiesel production facilities, including a biodiesel production facility in Hamilton, Ontario,
JJR IV has moved the originally scheduled special meeting of shareholders to consider, and, if deemed fit, approve, the Qualifying Transaction and certain related matters from
The following table sets forth selected audited consolidated historical financial information for BIOX as at or for the periods indicated.
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Year Ended
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Sept. 30, 2009 Sept. 30, 2008 Sept. 30, 2007
Consolidated Statement -------------------------------------------------
of Operations Data: (in thousands of Canadian dollars)
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Sales $48,930 $48,494 $5,723
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Income from Continuing
Operations and Net Loss ($5,645) ($13,826) ($20,780)
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As at September 30,
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2009 2008
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Consolidated Balance Sheet Data: (in thousands of Canadian dollars)
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Total Assets $74,922 $78,393
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Total Long-Term Liabilities $12,931 $1,701
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Cash Dividends Declared NIL NIL
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Prior to the Amalgamation, and subject to shareholder approval, JJR IV will consolidate its share capital on a basis of 24 (old):1 (new) and continue under the federal laws of
In connection with the Qualifying Transaction, BIOX raised gross proceeds of
Under the terms of the Amalgamation Agreement, among other things, at the effective time of the Amalgamation:
(a) each outstanding BIOX Class A common share will become one (1)
common share in the capital of the resulting issuer (a "Resulting
Issuer Share") to be named BIOX Corporation (the "Resulting
Issuer");
(b) each outstanding BIOX common share will become one (1) Resulting
Issuer Share;
(c) each outstanding JJR IV common share will become one (1) Resulting
Issuer Share;
(d) subject to all required regulatory approvals, each outstanding BIOX
option will become an option to purchase one (1) Resulting Issuer
Share on the same terms as those contained in the BIOX option
immediately prior to the Amalgamation. The exercise price for each
Resulting Issuer Share will be equal to the exercise price per BIOX
share pursuant to the BIOX option in effect immediately prior to
the Amalgamation;
(e) subject to all required regulatory approvals, each outstanding BIOX
warrant will become a warrant to purchase one (1) Resulting Issuer
Share on the same terms as those contained in the BIOX warrants
immediately prior to the Amalgamation. The exercise price for each
Resulting Issuer Share will be equal to the exercise price of the
BIOX shares under the BIOX warrants in effect immediately prior to
the Amalgamation;
(f) subject to all required regulatory approvals, each outstanding BIOX
special warrant will become a special warrant of the Resulting
Issuer (either Series A or Series B, as applicable) entitling the
holder thereof to receive a specified number of warrants of the
Resulting Issuer, each such warrant exercisable for one (1)
Resulting Issuer Share on the same terms as those contained in the
BIOX special warrants immediately prior to the Amalgamation. The
exercise price for each Resulting Issuer Share will be equal to the
exercise price per BIOX share of the warrants underlying the BIOX
special warrants in effect immediately prior to the Amalgamation;
and
(g) subject to all required regulatory approvals, each outstanding JJR
IV option (on a post-consolidation basis) will become an option to
purchase one (1) Resulting Issuer Share on the same terms as those
contained in the JJR IV option immediately prior to the
Amalgamation. The exercise price for each Resulting Issuer Share
will be equal to the exercise price of the JJR IV shares under the
JJR IV options in effect immediately prior to the Amalgamation.
Immediately following completion of the transaction, the former holders of JJR IV shares will hold 500,000 Resulting Issuer Shares, the former holders of BIOX common shares and BIOX Class A common shares will hold 21,747,066 Resulting Issuer Shares and the holders of BIOX subscription receipts will hold 23,350,000 Resulting Issuer Shares. As a result, former shareholders of (i) BIOX and purchasers of BIOX subscription receipts and (ii) shareholders of JJR IV will own approximately 98.9% and 1.1%, respectively, of the issued, non-diluted Resulting Issuer Shares upon completion of the Amalgamation. Following completion of the Amalgamation, 45,597,066 Resulting Issuer Shares (assuming no exercise of the outstanding JJR IV broker compensation options prior to the expiry of those options on
The Qualifying Transaction is an arm's length transaction.
Following completion of the Qualifying Transaction, the following persons will constitute Insiders of the Resulting Issuer.
Timothy R. Haig, Director, President and Chief Executive Officer:
Kevin W. Norton, Chief Operating Officer: A co-founder of BIOX in
Christopher A. Clinning, Chief Financial Officer and Secretary: Prior to joining BIOX in
Nakyun G. Paik, Vice President, Operations:
T.
David Colcleugh, Director:
Michael J. Salamon, Director:
W.
Upon completion of the Amalgamation, Birch Hill Equity Partners III, LP, Birch Hill Equity Partners (US) III, LP, Birch Hill Equity Partners (SC) III, LP and Birch Hill Equity Partners (Entrepreneurs) III, LP will own 7,500,000 Resulting Issuer Shares (approximately 16.4% of the outstanding Resulting Issuer Shares). Birch Hill Equity Partners Management Inc. is the general partner of each of the named limited partnerships.
It is a condition of the completion of the Amalgamation, that JJR IV will have entered into voting and support agreements with certain of its shareholders who have agreed to vote in favour of the Amalgamation at JJR IV's special meeting of shareholders. The closing of the Qualifying Transaction is expected to occur on or about
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disproved the contents of this press release.
The Amalgamation Agreement and certain documents will be filed with the applicable securities regulators and will be available at www.sedar.com. The Management Information Circular in respect of the special meeting of shareholders will be mailed to shareholders of JJR IV shortly. The Management Information Circular will also be available as part of JJR IV's public filings at www.sedar.com.
Notice on forward-looking statements:
This release includes forward-looking statements regarding JJR IV, BIOX and their respective businesses. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release, including completion of the proposed transaction between JJR IV and BIOX , may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the biodiesel industry, environmental risks, the dependence of the biodiesel industry on legislation and regulation, fluctuations in the price of biodiesel, risks associated with growth and competition. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, JJR IV undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
About JJR Capital Corp: JJR Capital Corp. is a private merchant bank specializing in small and middle market public and private equity transactions. Ronald D. Schmeichel is the President and CEO of JJR Capital Corp. and is a shareholder of JJR IV Acquisition Inc. He can be reached at (416) 972-6294.
For further information: Ronald D. Schmeichel, CEO of JJR IV at (416) 972-6294
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