POLARTECHNICS FERMISCAN MERGE INTO NOVUS DIAGNOSTICS
April 19th 2009 07:19
Friday April 17, 2009
Daily news on ASX-listed biotechnology companies
* ASX EVEN, BIOTECH UP; AVEXA UP 20.5%, NOVOGEN DOWN 5%
* POLARTECHNICS FERMISCAN MERGE INTO NOVUS DIAGNOSTICS
* EURO-PARTNER TO FUND CHEMGENEX FLYING SOLO IN THE US
* SAFETY REVIEW DELAYS LIVING CELL’S NZ DIABETES TRIAL
* AGENIX SAYS CHINA DEAL BACK ON TRACK OVER THE ABYSS
* NEUREN DOUBTS TALKS SPARKED 333% SHARE PRICE RISE
* POLARTECHNICS REQUESTS ‘MERGER’ TRADING HALT
* FERMISCAN REQUESTS ‘PROPOSED TRANSACTION’ TRADING HALT
* AVEXA PLEADS SCHULTZ TO ASX 39% SHARE PRICE QUERY
* FLUOROTECHNICS RIGHTS ISSUE RAISES $1.2m
* INCITIVE RIGHTS ISSUE RAISES $784k
* MEDICAL THERAPIES’ PLACEMENT RAISES $700k
* CEPHALON TAKES 30% OF ARANA
* QUESTOR TAKES 5% FERMISCAN STAKE FROM MANIFEST CAPITAL
* ASIA UNION CEASES SUBSTANTIAL IN ANTEO
* BENITEC LOSES DIRECTOR DR KEN REED
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POLARTECHNICS, FERMISCAN
Polartechnics and Fermiscan will merge to create what they describe as “Australia’s largest women’s health business”.
The companies said the merged company would be called Novus Diagnostics and would commercialize the companies’ combined diagnostic screening tests for the detection of breast cancer, cervical cancer and sexually transmitted diseases for women world-wide.
Polartechnics will make an off-market takeover offer for all the issued ordinary shares in Fermiscan.
Polartechnics has also agreed to make individual offers to holders of Fermiscan options if certain conditions are met.
Polartechnics will offer three of its ordinary shares for every two Fermiscan ordinary shares. The offers to Fermiscan option holders will be on corresponding terms.
The offer will be subject to conditions, including the requirement that Polartechnics acquires a relevant interest in at least 90 percent of Fermiscan’s ordinary shares on issue by the end of the offer period.
Polartechnics and Fermiscan have agreed to co-operate on an exclusive basis in relation to the implementation of the offer and have entered into an implementation agreement.
Fermiscan directors intend to unanimously recommend that Fermiscan shareholders accept the offer, subject to their appointed independent expert concluding that the offer is both fair and reasonable and in the absence of a superior proposal.
Fermiscan directors said they had obtained independent advice in relation to their responsibilities for governance, tax, audit, finance and legal due diligence which has formed the basis of this recommendation.
Polartechnics has also entered into a pre-bid acceptance agreement with Rellcain Pty Ltd under which it has agreed to accept the offer with respect to that part of the Fermiscan shares held by it representing approximately 19.9 percent of Fermiscan’s issued capital.
Rellcain’s obligation under the agreement to accept the offer is subject to Polartechnics having acquired a relevant interest in 50.1 percent of Fermiscan’s issued shares, including the shares that are the subject of the pre-bid acceptance agreement.
Polartechnics and Fermiscan said the two businesses were “highly complementary”. Polartechnics has international distribution agreements for the delivery of leading screening technology for the real-time detection of cervical cancer and other gynaecological diseases.
Fermiscan is commercializing an innovative non-invasive diagnostic test for the detection of breast cancer with international patents and distribution opportunities.
Both businesses are focused on improving outcomes for women’s health and the merger provides significant synergistic benefits as the businesses concentrate on the international commercialization of their respective diagnostic tests.
The merged group will benefit from combined sales and supply channel opportunities which have been developed in Australia and overseas.
The companies said the merger would result in “significant and immediate cost savings” with Fermiscan relocating to Polartechnics’ head office and manufacturing facility in Erskineville, Sydney.
The merged board will comprise chairman Robert Hunter, deputy chairman Gary Garton, executive directors Ben Dillon and David Young with Prof Neville Hacker and Dr Ronald Shnier as non-executive directors.
Polartechnics last traded at 13 cents.
Fermiscan last traded at 18 cents.
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