Transactions & Cases Detail



Transaction/Case Details

Ergoresearch completes acquisition of Victhom Human Bionics

DATE CLOSED

April 26, 2013

BUSINESS SECTOR

Pharmaceutical / Bio Life Sciences

LEAD OFFICE

Quebec

VALUE

4.1 Million CAD


OVERVIEW

After an announcement on April 24, 2013, by Ergoresearch Ltd. ("Ergoresearch") and Victhom Human Bionics Inc. ("Victhom") that the Superior Court of Québec had issued a final order approving the previously-announced plan of arrangement relating to the acquisition by Ergoresearch Inc. (the "Purchaser"), a direct wholly-owned subsidiary of Ergoresearch, of Victhom, the arrangement was approved by 94.9% of the votes cast by the common shareholders of Victhom, 100% of the votes cast by the Series A preferred shareholders and 97.5% of the votes cast, excluding interested parties, by all shareholders; either present in person or represented by proxy at the special meeting held on April 23, 2013.

On April 26, 2013, Victhom amalgamated with the Purchaser and the amalgamated entity will be a wholly-owned subsidiary of Ergoresearch, operating under the name "Victhom Laboratory Inc.". Current holders of common shares of Victhom will receive $0.08 in cash per share and current holders of the class A preferred shares of Victhom will receive a cash amount equal to C$2,556,188 divided by the number of issued and outstanding series A preferred shares on closing of the arrangement.

Ergoresearch is acquiring a company with no long-term debt on its balance sheet, cash on hand of approximately C$1.3 million and a portfolio patents in the field of orthotics and prosthetics via worldwide license with Ossur and Otto Bock . This transaction will positively impact Ergoresearch's cash flow immediately, given that administrative synergies are already in place. Ergoresearch also announced that the Purchaser has entered into a consulting agreement and a services and royalty agreement with Normand Rivard to ensure a proper transition of the transfer of the technologies and know-how to Ergoresearch.

The common shares of Victhom will be delisted from the TSX-V and the resulting amalgamated entity will obtain private corporation status.

Victhom, headquartered in Montreal, Québec, is a company which owns patents in the field of orthotics and prosthetics.

Ergoresearch, headquartered in Laval, Québec, is a network of orthotics clinics.

McCarthy Tétrault LLP represented Victhom Human Bionics, with a team led by Philippe Leclerc.

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