Cryobanks International, Inc. Announces Letter of Intent for $9M Capital Infusion
ALTAMONTE SPRINGS, FL -- The Board of Directors of Cryobanks International, Inc. announced today that it has approved and signed a letter of intent for a $9.0 million financing, which will satisfy the last item needed to complete its merger into BioStem, Inc. (OTCBB: BTEM). The merger is part of an Agreement and Plan of Merger initially filed by Cryobanks International and BioStem on November 28, 2005. The merger and capital infusion provides Cryobanks the necessary capital to further its international licensing model and bolster market presence as it relates to other existing lines of revenue.
The Merger, which is contingent upon Cryobanks raising at least $10,000,000 pursuant to a private placement, has been extended to March 31, 2007. If the financing successfully closes, this will put Cryobanks substantially over the $10,000,000 financing condition, and BioStem and Cryobanks will proceed to close the merger as soon as possible.
Pursuant to the Letter of Intent, subject to completion of due diligence within thirty days, Samarium Technology Group, Ltd., a private investment fund with offices in Canada, BVI and Europe, agreed to purchase $9,000,000 of Class A Secured Convertible Debentures of Cryobanks, which are to bear interest at the rate of 10% per annum, are convertible into 7.5% of Cryobanks’ outstanding common stock on a fully diluted basis, and are due and payable on December 31, 2008 (the “Debentures”). The Debentures automatically convert into registered shares of the Company’s common stock upon the completion of the Merger and the subsequent effectiveness of a registration statement on Form S-4 registering the shares which the Debentures are convertible into (the “Effectiveness Date”).
Pursuant to the Letter of Intent, Cryobanks is to receive $2,000,000 of the proceeds from the Debentures upon the execution of final documents regarding the transactions contemplated by the Letter of Intent (the “Closing”), with the remaining $7,000,000 payable on the Effectiveness Date.
The Letter of Intent calls for a registration statement to be filed within 60 days of the Closing and to obtain effectiveness of such Form S-4 registration statement within 150 days of the Closing. If the Form S-4 registration statement is not declared effective by the 150th day following the Closing, the Debentures shall bear interest at the rate of 15% per annum until paid in full, and Cryobanks shall commence monthly interest only payments starting the first day of the month following the expiration of such 150 day period.
The Letter of Intent also calls for Samarium to be able to elect two members to the Company’s Board of Directors, following the increase in the Company’s Board of Directors from three members to five members.
Samarium will also receive warrants in connection with the Closing, including a five year Class A Warrant to purchase up to 3.5% of Cryobanks’ outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Debentures), with an exercise price equal to the conversion price of the Debentures; and a five year Class B Warrant to purchase up to 3.75% of Cryobanks’ outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Debentures), with an exercise price equal to $0.001 per share.
The Letter of Intent additionally includes a closing fee equal to 13% of the proceeds received by Cryobanks, and a separate warrant to purchase 1.125% of Cryobanks’ outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Debentures), on the same terms as the Samarium warrants payable to a consultant, as well as a $35,000 structuring fee payable to Samarium.
Finally, the Letter of Intent requires that all the current shareholders of Cryobanks agree to lockup the shares which they currently hold for one year from the effective date of the Merger, which lockup shall terminate as to 25% of the shares locked up by each shareholder on the 90th, 180th, 270th and 365th day following the Merger.
The Closing is anticipated to occur on or before April 15, 2007, of which there can be no assurance, subject to completion of due diligence by Samarium in its sole discretion. The provisions of the final Closing documents to be executed by Cryobanks and Samarium may or may not contain the terms and provisions described above and in the Letter of Intent.
Cryobanks International, is a corporation located in Altamonte Springs, Fl., which is to be acquired by BioStem, Inc. (OTCBB: BTEM). The Company is a leader in the collection, processing, and banking of stem cells derived from the umbilical cord immediately after birth. The units of cord blood are processed and stored by the company for use in unrelated transplants (where the donor is a histocompatible match, but is anonymous and unrelated to the recipient) and for personal storage and use. In recent years, cord blood transplants (CBTs) have become widely recognized as a safe, effective, and in many ways preferable, alternative to bone marrow transplant. There is tremendous potential need for CBTs in the United States and worldwide. Cryobanks International is well poised to help meet that need, equipped with an inventory of over 9,000 cord blood units. For more information about Cryobanks International call 1-800-869-8608 or visit the website at www.cryo-intl.com.
Safe Harbor Statement
This press release contains “forward-looking statements” by the Company. These statements relate to future events or financial performance and transactions, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements, to be materially different from those contemplated by the forward-looking statements. There can be no assurance that the acquisition described herein will successfully close. We undertake no ongoing obligation, other than that imposed by law, to update these statements. Factors that could affect results, levels of activity, performance or achievements and cause them to materially differ from those contained in the forward-looking statements include the failure to complete the merger of BioStem, Inc. (OTCBB: BTEM) and Cryobanks International, Inc., and other factors that can be found in BioStem’s filings with the Securities and Exchange Commission, which can be found at www.sec.gov.
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