Think Research Provides Update on Proposed Acquisition of BioPharma and Concurrent Financing
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES./
TORONTO, Aug. 24, 2021 /CNW/ - Think Research Corporation (TSXV: THNK) ("THINK" or the "Company"), a healthcare technology company focused on transforming healthcare through integrated digital health software solutions, today provided an update on its proposed acquisition (the "Acquisition") of Bio Pharma Services Inc. ("BioPharma") and its non-brokered private placement offering of common shares of the Company for minimum aggregate gross proceeds of $12 million and up to $15 million (the "Financing").
Closing of each of the Acquisition and the Financing remains subject to a number of conditions, including but not limited to receipt of all required approvals, including the approval of the TSX Venture Exchange (the "TSXV") for the Acquisition and the Financing, with the Acquisition constituting a "reviewable acquisition" in accordance with Policy 5.3 of the TSXV. Closing of the Acquisition is also conditional on the Company having obtained sufficient financing to satisfy the cash portion of the purchase price for the Acquisition. Closing of the Acquisition and the Financing are expected to take place in Q3 2021; however, there is no assurance that closing of the Acquisition and/or the Financing will occur on the terms currently proposed, or at all.
For additional information with respect to the Acquisition and the Financing, please refer to the Company's news release dated July 15, 2021, a copy of which is available on THINK's SEDAR profile.
The securities offered pursuant to the Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of anoffer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Acquisition or the Financing and has neither approved nor disapproved the contents of this news release.
About Think Research Corporation
THINK is an industry leader in delivering knowledge-based digital healthcare software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, THINK's cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and positively impacted millions of patients across the continuum of care – including primary physician care, acute care hospitals and surgical suites as well as community and seniors care. THINK is proud to serve as a trusted health system partner to a rapidly growing, global client base that spans five continents and more than 2,800 healthcare facilities.
About BioPharma Services Inc.
BioPharma is a full-service CRO specializing in the conduct of Phase I/IIa and Bioequivalence clinical trials for international pharmaceutical companies worldwide. BioPharma has clinical facilities both in the U.S. and Canada with access to healthy volunteers and special populations. Headquartered in Toronto, Canada, BioPharma's comprehensive services also include Bioanalysis at their GLP Certified Laboratory, Scientific and Regulatory Affairs, Biostatistics and Safety Data Analysis (CDISC), Data Management and Medical Writing. BioPharma has been successfully inspected by all major regulatory bodies including the World Health Organization, U.S. FDA, Health Canada, EMA (ANSM & DKMA), UK MHRA & ANVISA. With a commitment to building long-lasting relationships, BioPharma serves a global client base focussing on superior quality service and timely, reliable research results.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Caution Regarding Forward Looking Information
Certain statements in this news release, other than statements of historical fact, contain "forward-looking information" within the meaning of Canadian securities laws and are based on certain assumptions and reflect the Company's current expectations with respect to such matters. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and the reader is cautioned that such statements may not be appropriate for other purposes. Statements containing forward-looking information are not historical facts, but instead represent management expectations, estimates and projections regarding future events or circumstances. Such forward-looking information is necessarily based on a number of opinions, estimates and assumptions, including but not limited to those assumptions described under the heading "Caution Regarding Forward Looking Information" in the Company's Management's Discussion & Analysis for the Three and Six months ended June 30, 2021. These statements may include, without limitation, statements regarding the Acquisition and Financing, the financing of the cash portion of the purchase price of the Acquisition, and the expected timing of closing of the Acquisition and the Financing. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts", "committed" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".
By its nature, this forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, fluctuations in interest rates, inflation and foreign exchange rates, monetary policies, business investment and the health of local and global equity and capital markets, changes in technology, management of market liquidity and funding risks, risks associated with financial instruments, changes in accounting policies and methods used to report financial condition (including uncertainties associated with significant judgments, estimates and assumptions), reliance on third party services, the effect of applying future accounting changes, privacy and confidentiality risks, product and service defects, medical liability claims, business competition, operational and reputational risks, technological changes, cybersecurity risks, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, man-made disasters, terrorist attacks, wars and other conflicts, or an outbreak of a public health pandemic or other public health crises (such as COVID-19), the Company's ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Company's success in anticipating and managing the foregoing factors.
The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances and that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Company. While the Company considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the Company's business and material factors or assumptions on which information contained in forward–looking statements is based is provided in its disclosure materials, including the Company's most recently filed annual information form and any subsequently-filed interim MD&A, which are available under the Company's profile on SEDAR at www.sedar.com.
SOURCE Think Research Corporation
Mark Sakamoto, Executive Vice President, Think Research, Direct: 647-691-6031, Email: [email protected]
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