ART Completes Non-dilutive Financing and Reorganization of its Corporate Structure
Reorganization and private placement provide ART with non-dilutive financing of $7.35 million before transaction expenses
Montreal, Canada, November 28, 2006 - ART Advanced Research Technologies Inc. (TSX: ARA) (previously known as New ART Advanced Research Technologies Inc. ) (“ART”), a Canadian medical device company and a leader in optical molecular imaging products for the healthcare and pharmaceutical industries, announced today that the corporate reorganization by way of a plan of arrangement (the “Arrangement”) involving ART Advanced Research Technologies Inc. (now 2937077 Canada Inc.) (“2937077”), its securityholders, ART and Matco Capital Ltd. (“Matco”) has been completed effective as of November 27, 2006.
As part of the Arrangement, ART realized proceeds of $5.85 million, representing the value of the investment by Matco in 2937077 by way of a convertible debenture. Furthermore, ART also realized additional net proceeds of approximately $1.5 million through the sale on a private placement basis of 1,300,000 Class A common shares of 2937077 (“Common Shares”), being its total retained interest in 2937077 following the Arrangement (the “Private Placement”).
The Private Placement was completed as part of an offering of 200 units consisting of a total of 620,000 Common Shares issued from treasury and the 1,300,000 Common Shares sold by ART, pursuant to an agency agreement entered into today among 2937077, as issuer of Common Shares from treasury, ART, as selling shareholder, and J.F. Mackie & Company Ltd., as agent. The offering was completed pursuant to applicable prospectus and registration exemptions.
The Arrangement and the Private Placement provided ART with a total non-dilutive financing of $7.35 million before transaction expenses, which proceeds will be used for general corporate purposes.
The Arrangement, fully described in the Management Proxy Circular of ART Advanced Research Technologies Inc. dated October 24, 2006 filed on SEDAR (www.sedar.com) under the profile of 2937077 on October 26, 2006 (the “Circular”) and in the Amended and Restated Plan of Arrangement filed on SEDAR on November 24, 2006 under the profile of 2937077, received securityholders approval and Court approval on November 22, 2006 and November 24, 2006, respectively.
As part of the Arrangement:
* 2937077 transferred its assets and liabilities to ART, which continues to carry on the same business previously carried on by ART Advanced Research Technologies Inc., with the same board and management team;
* the shareholders of 2937077 transferred their shares to ART in exchange for stock of ART on a 1:1 basis, therefore retaining their full equity interest in the business of ART Advanced Research Technologies Inc.;
* the options and warrants of 2937077 were terminated and the holders of such options and warrants were issued, in consideration for the disposition of such options and warrants, equivalent options and warrants of ART; and
* 2937077 changed its name from ART Advanced Research Technologies Inc. to 2937077 Canada Inc. and ART changed its name from New ART Advanced Research Technologies Inc. to ART Advanced Research Technologies Inc.
The common shares and preferred shares of ART trade on the Toronto Stock Exchange under the same symbols as ART Advanced Research Technologies Inc. prior to the Arrangement: “ARA” for the common shares, “ARA.PR.A” for the series 1 preferred shares and “ARA.PR.B” for the series 2 preferred shares.
ART Advanced Research Technologies Inc. (the “Corporation”) is a leader in molecular imaging products for the healthcare and pharmaceutical industries. The Corporation has developed products in medical imaging, medical diagnostics, disease research, and drug discovery with the goal of bringing new and better treatments to patients faster. eXplore Optix™, an optical molecular imaging device designed for monitoring physiological changes in living systems at the preclinical study phases of new drugs, is distributed by GE Healthcare and is used by industry and academic leaders worldwide. SoftScan®, an optical medical imaging device, is designed to improve the diagnosis and treatment of breast cancer. The Corporation is commercializing these products in a global strategic alliance with GE Healthcare, a world leader in mammography and imaging. Finally, the Fenestra™ line of molecular imaging contrast products provide image enhancement for a wide range of preclinical Micro CT applications allowing scientists to see greater detail in their imaging studies, with potential extension into other major imaging modalities. The Corporation’s shares are listed on the TSX under the ticker symbol ARA.
This press release may contain forward-looking statements subject to risks and uncertainties that would cause actual events to differ materially from expectations. These risks and uncertainties are described in the Management Proxy Circular of ART dated October 24, 2006, available on SEDAR (www.sedar.com) under the profile of 2937077 Canada Inc. (the Corporation’s predecessor issuer).
- Contact Information
- Jacques Bédard
- Chief Financial Officer
- ART Advanced Research Technologies Inc.
- Contact via E-mail
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