Ergoresearch to acquire Victhom
LAVAL, QC,
April 24, 2013 /CNW Telbec/ -
Ergoresearch Ltd. (TSXV: ERG) ("Ergoresearch") and Victhom
Human Bionics Inc. (TSXV: VHB) ("Victhom") announced today
that the Superior Court of Québec has issued a final order
approving the previously-announced plan of arrangement relating to
the acquisition by Ergoresearch Inc. (the "Purchaser"), a
direct wholly-owned subsidiary of Ergoresearch, of Victhom. The
arrangement was approved by 94.9% of the votes cast by the common
shareholders of Victhom, 100% of the votes cast by the Series A
preferred shareholders and 97.5% of the votes cast, excluding
interested parties, by all shareholders; either present in person
or represented by proxy at the special meeting held on April 23, 2013.
Closing of the transactions contemplated by the
plan of arrangement is expected to occur on April 26, 2013. Victhom will amalgamate with the
Purchaser and the amalgamated entity will be a wholly-owned
subsidiary of Ergoresearch, operating under the name "Victhom
Laboratory Inc.". Current holders of common shares of Victhom will
receive $0.08 in cash per share and
current holders of the class A preferred shares of Victhom will
receive a cash amount equal to $2,556,188 divided by the number of issued and
outstanding series A preferred shares on closing of the
arrangement.
Ergoresearch is acquiring a company with no
long-term debt on its balance sheet, cash on hand of approximately
$1.3 million and a portfolio
patents in the field of orthotics and prosthetics via worldwide
license with Ossur and Otto Bock.
This transaction will positively impact Ergoresearch's cash flow
immediately, given that administrative synergies are already in
place. Ergoresearch also announced that the Purchaser has entered
into a consulting agreement and a services and royalty agreement
with Normand Rivard to ensure a
proper transition of the transfer of the technologies and know-how
to Ergoresearch.
The common shares of Victhom will be delisted
from the TSX-V and the resulting amalgamated entity will obtain
private corporation status.
Sylvain Boucher,
President and Chief Executive Officer of Ergoresearch and the
Purchaser, said: "This acquisition enriches Ergoresearch's offering
by reinforcing our position as a leader in the field of manufacture
of "intelligent" foot orthotics and specialty orthotics. The
complementary nature of our technology and our expertise will allow
us to offer an even wider range of solutions to our customers and
to better position Ergoresearch in terms of future national and
international development," he said, noting that an integration
plan deriving maximum combined capacity of both companies is
already in progress.
"We are delighted to integrate Victhom's
expertise into our research and development unit. Its innovative
bionic devices are among the most advanced in the world, including
the Power Knee, the only motorized prosthetic artificial
intelligence for amputees above the knee."
The marketing of this product is expected to
accelerate in the coming months now that Ossur, partner and global
licensee of the Power Knee, has received the reimbursement code by
the Centers for Medicare & Medicaid Services (CMS). "Obtaining
this code was a crucial milestone for the more mainstream adoption
of this innovative product. It confirms that the benefits offered
by bionic products represent the future of prosthetics and it
reinforces our confidence in the royalty potential that can be
generated by sales of the Power Knee," concluded Mr. Boucher.
McCarthy Tétrault LLP is acting as legal counsel
to Victhom and Fasken Martineau DuMoulin LLP is acting as legal
counsel to the Purchaser and Ergoresearch.
This is not an invitation to purchase
securities listed on TSX Venture Exchange. TMX Group and its
affiliates do not endorse or recommend the referenced securities.
Please seek professional advice to evaluate specific
securities.
Forward-Looking Statements
This press release contains forward-looking
statements relating to the proposed closing of the transaction.
Statements based on Ergoresearch's, the Purchaser's and Victhom's
management's current expectations contain known and unknown
inherent risks and uncertainties and no assurance can be given that
potential future results or circumstances will be achieved or will
occur. The reader should not place undue faith in forward-looking
information. Management disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or circumstances.
About Ergoresearch
Ergoresearch has developed Quebec's leading network of orthotics clinics,
with over 100 corporate and satellite centres under the Clinique du
pied Équilibre, Orthoconcept, Podotech and Laboratoire Langelier
banners. The leading manufacturer of "intelligent" foot orthotics
and specialty orthotics, it is a trend-setter in creating durable
medical equipment and software for the orthopedics market.
Ergoresearch has developed and commercialized Expert-Fit™, the
first robotized custom-fit orthotics manufacturing software
program, launched the first Living Lab in Canada and more recently, a new generation of
world-patented orthotic device called the OdrA, that revolutionizes
the treatment of pain associated with knee osteoarthritis.
Ergoresearch Ltd is listed on the Toronto Stock Exchange (TSXV)
under the symbol ERG.
About Victhom
Victhom is a company
which owns patents in the field
of orthotics and prosthetics ("O&P"),
including intellectual property used
in the POWER KNEE, the world's
first and only motor-powered prosthesis for
above-knee amputees, a product distributed under license agreement
by Ossur, a global leader in the O&P market. The Company also
has a royalty agreement related to the Neurostep®
System and neuromodulation products
in other indications (sleep apnea and
epilepsy) using the Neurobionix
technology platform under development
by Neurostream Technologies, a General
Partnership now owned by Otto
Bock, a global leader in the
O&P market.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE VICTHOM HUMAN BIONICS INC.