NEW YORK, Aug. 14, 2013 /PRNewswire/ -- BGS
Acquisition Corp. (NASDAQ:BGSC) ("BGS" or the "Company") announced
that on August 13, 2013 it entered
into an amended and restated merger and share exchange agreement
with Black Diamond Holdings LLC ("Black Diamond") to provide for a
business combination with TransnetYX Holding Corp. ("TransnetYX
Holding"). BGS had previously entered into a definitive agreement
to complete a business combination with Black Diamond, a
diversified holding company with assets in a variety of sectors,
including a majority stake in TransnetYX Holding. However, after
the parties reviewed the attractiveness of TransnetYX Holding as a
standalone opportunity, and identified some of the complexities
surrounding the larger Black Diamond transaction, BGS and Black
Diamond ultimately decided to amend and restate their definitive
agreement to focus exclusively on TransnetYX Holding.
TransnetYX Holding has two wholly owned operating subsidiaries,
TransnetYX, Inc. ("TransnetYX") and Harmonyx Diagnostics, Inc.
("HarmonYX"):
- TransnetYX is a molecular diagnostics company that employs a
novel automated genotyping platform serving the approximately
$400 million mouse genotyping
market
- HarmonYX, a natural outgrowth of years of experience in the
mouse genotyping market, processes human patient samples for
pharmacogenomic purposes, with a focus on genetic application
rather than discovery
Cesar Baez, CEO of BGS,
commented, "The genetic testing industry is growing very rapidly
and TransnetYX Holding represents an attractive opportunity to
acquire a company with industry-leading processing capabilities
that we believe is poised for substantial growth and
profitability." Patrick Imeson,
Managing Director of Black Diamond, added "We are extremely pleased
to be partnering with BGS on this transaction, and believe that the
combination will create significant shareholder value." Since BGS
may not be able to complete the business combination prior to
September 26, 2013, the termination
date under the Company's Memorandum and Articles of Association
(the "Charter"), BGS' board of directors has determined that it is
in the best interests of BGS shareholders to amend the Charter to
extend such date for a period of two months until November 26, 2013.
In connection with the transaction, BGS will redomesticate to
Delaware and TransnetYX Holding
shareholders will receive 8,000,000 shares of BGS common stock,
2,000,000 of which will be subject to a multi-year lock-up
agreement with Black Diamond, and, depending on the amount of cash
remaining in the Company at close, up to $15,000,000 in cash, part of which may be
satisfied with shares of BGS common stock. Additionally, TransnetYX
Holding shareholders will be entitled to receive an earn-out,
payable in up to 8,000,000 shares of BGS common stock, if certain
revenue milestones are achieved in 2015.
C&Co/PrinceRidge LLC acted as exclusive financial advisor to
BGS, while Duane Morris LLP acted as BGS' transaction counsel, and
Ogier acted as BGS' British Virgin
Islands counsel. Messner Reeves LLP acted as Black Diamond's
counsel and Butler, Snow, O'Mara, Stevens and Cannada, PLLC served
as TransnetYX Holding's counsel.
About BGS Acquisition Corp.
BGS Acquisition Corp. is
a blank check company incorporated as a British Virgin Islands business company with
limited liability, formed for the purpose of acquiring or merging
with an operating business in the United
States or Latin
America.
TransnetYX Holding Corporation
TransnetYX Holding is
a Delaware corporation formed in
2002 to develop an automated genotyping platform and provide
genotyping testing services to various biotechnology and medical
researchers.
For more information about TransnetYX Holding's subsidiaries,
please visit: http://www.transnetyx.com/ and
https://www.harmonyxdiagnostics.com/
About Black Diamond Holdings LLC
Black Diamond is a
Denver, Colorado based diversified
holding company with assets in a variety of sectors, including
mining, healthcare, and technology.
Safe Harbor
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are
subject to known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Statements preceded or followed by or that otherwise
include the words "believes," "expects," "anticipates," "intends,"
"projects," "estimates," "plans," and similar expressions or future
or conditional verbs such as "will", "should", "would", "may" and
"could" are generally forward-looking in nature and not historical
facts. Forward-looking statements in this release also include
statements about business and economic trends. Investors should
also consider the areas of risk described under the heading
"Forward Looking Statements" and those factors captioned as "Risk
Factors" in the Company's periodic reports under the Securities
Exchange Act of 1934, as amended, or in connection with any
forward-looking statements that may be made by the Company. Readers
are cautioned that all forward looking statements speak only to the
facts and circumstances present as of the date of this press
release. All forward looking statements are based on current
expectations and projections of future events.
The Company also disclaims any duty to comment upon or correct
information that may be contained in reports published by the
investment community.
For additional information please contact:
Cesar Baez
Chief Executive Officer, BGS
cbaez@bgsc.us
(212) 823-0281
SOURCE BGS Acquisition Corp.