Source: Aspri Pharma Canada Inc.
February 07, 2018 09:57 ET
Amended News Release – Aspri Pharma Canada Inc. Announces Acquisition of Subordinate Voting Shares of Devonian Health Group Inc.
CONCORD, Ontario, Feb. 07, 2018 (GLOBE NEWSWIRE) — Aspri Pharma Canada Inc. (“Aspri), a pharmaceutical products wholesale and manufacturer corporation, announces that on February 1, 2018, Devonian Health Group Inc. (“Devonian”) acquired all of the issued and outstanding shares of Altius Healthcare Inc. (“Altius”), a corporation that owns and operates the business of producing, importing, marketing and distributing branded and generic medicines, for consideration consisting of 8,403,361 units (“Units”) of Devonian at a deemed value of $1.19 per Unit (the “Transaction”). The value of the Units was determined using a $70,000,000 pre-money valuation for Devonian divided by 58,784,786, which corresponds to the aggregate number of issued and outstanding shares of Devonian as of the date of the Transaction.
Each Unit is comprised of one subordinate voting share (a “Subordinate Voting Share”) and one Subordinate Voting Share purchase warrant (a “Warrant”). Each Warrant entitles its holder to subscribe one Subordinate Voting Share at a price of $1.19 per Subordinate Voting Share for a period of 36 months following its issuance. The Subordinate Voting Shares are being kept under escrow, for a period of 36 months.
The shareholders of Altius were the sellers in the Transaction (the “Sellers”). The Sellers directed Devonian to issue the 8,097,777 of the 8,403,361 Units pursuant to the Transaction to Aspri, implying an aggregate value of $9,636,355 to Aspri.
Prior to completion of the Transaction, there was a total of 58,784,786 outstanding shares of Devonian (“Devonian Shares”), comprised of 17,578,371 Subordinate Voting Shares, 19,966,523 multiple voting shares (6 votes per share) and 21,239,892 exchangeable subordinate voting shares. Only Subordinate Voting Shares are listed on the TSX Venture Exchange.
As a result of the Transaction, Aspri acquired 8,097,777 Subordinate Voting Shares, representing approximately 31.17% of the issued and outstanding Subordinate Voting Shares and 12.05% of the issued and outstanding Devonian Shares on a non-diluted basis, and 8,097,777 Warrants. If Aspri were to exercise all of the Warrants, it would own a total of 16,195,554 Subordinate Voting Shares representing approximately 47.52% of the issued and outstanding Subordinate Voting Shares and 21.6% of the issued and outstanding Devonian Shares on a partially diluted basis.
Aspri has no present intention to dispose of or acquire further securities of Devonian, although it may increase or decrease its ownership interest in Devonian depending on, among other factors, market conditions and other factors relevant to Aspri’s investment decisions.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters has been filed and made available under the SEDAR profile of Devonian at www.sedar.com. To obtain a copy of the early warning report, you may also contact George Grignano at (514) 868-8440 ext. 203. Aspri’s address is 31B-665 Millway Avenue, Concord (Ontario), L4K 3T8. Devonian’s head office is located at 360, Des Entrepreneurs Street, Montmagny (Québec), G5V 4T1.