News out today, Creditors accepted offer!!! BTW, I was a day off my estimate of a $0.40C high, we did hit it today though. My take on this is that the company is probably being diluted by at least half its prior asset value, which should still easily give us a $ 0.50C + stock value, soon I hope.
EDMONDS, WASHINGTON--(BUSINESS WIRE)--April 7, 1997-- RECEPTAGEN (TSE RCG., OTC Bulletin Board RCEPF.) Receptagen Ltd. is pleased to announce the acceptance of its restructuring proposal by a majority of its creditors at the "creditor meeting" held earlier today in Vancouver, British Columbia. Over 87 percent of the creditors representing 96 percent of the claims submitted at the meeting voted in favor of accepting the Proposal.
Approval must now be obtained from the court, each of the applicable securities regulators, including the Toronto Stock Exchange, and by the shareholders holding a majority of the outstanding shares of the Company.
The agreement covers various classes of creditors including Ordinary Unsecured Creditors, Preferred Creditors and Co-owner Creditors (contributors to the development of Patents). InterUnion Financial Corporation ("InterUnion") has agreed to purchase the claims of the creditors in exchange for effective control of the Company.
Specifically, Ordinary Unsecured Creditors are to receive twenty cents on the dollar of claims paid in shares of InterUnion (OTCBB: IUFC) which have a deemed value of $5.00 U.S. plus a common share purchase warrant entitling the holder thereof to subscribe for one additional common share of IUFC at $4.00 U.S. per common share, such warrant expiring two years from the date of the issuance of the shares to the ordinary Unsecured Creditors.
Co-owner Creditors will be paid ten cents on the dollar of claim in IUFC common stock plus a promissory note for the balance of ninety cents on the dollar. The note is due and payable at the end of one year. Interest will accrue at a rate of seven percent per annum, but not be payable until the note is due and payable. Preferred Creditors will be paid dollar for dollar in shares of IUFC common stock.
In consideration of the InterUnion securities to be issued to the creditor, the Proposal deems the claims of creditors to be assigned to InterUnion. InterUnion will receive units of Receptagen Ltd., the price and number of which is yet to be determined in accordance with the policies of the Toronto Stock Exchange. Each unit will consist of one common share and one non-transferable common share purchase warrant (the "Warrant") exercisable for a two year period. Receptagen Ltd. will also pay an advisor's fee to Credifinance Capital Inc. (a wholly owned subsidiary of InterUnion) in the amount equal to 10 percent of the settlement amount agreed to by the creditors.
Currently, the Company has received approximately $400,000 (CDN) in the form of a secured bridge loan from InterUnion and estimates that these funds will enable it to continue operations until the expected closing of the $2,500,000 (CDN) Special Warrants Offering conducted by Credifinance Securities Limited, a wholly owned subsidiary of Credifinance Capital. The closing date for this Offering is anticipated to be on or about May 23, 1997. The net proceeds of the Special Warrants Offering will be used to fund research and development.
Warren Wheeler, Chief Executive Officer and President of the Company stated, "The effort our management team put forth to keep the Company together during the past year was tremendous. We will now focus this same energy and commitment on our newly developed business plan to build Receptagen into a pharmaceutical drug development company and will press forward with the research and development of our platform technologies."
Georges Benarroch, Chairman and Chief Executive Officer of both InterUnion and Credifinance Securities stated, "Receptagen Ltd. is developing unique technologies which we believe to be on the cutting edge of the biotech industry. Providing a source of capital to assist aggressive programs such as those at Receptagen is one of the many functions our company brings to the marketplace. Financing the biotech operations at Receptagen will allow the Company to find the best possible strategic partner and/or acquisition in order to enhance the value of their technology. We will assist the Company in pursuing such relationships and are pleased to join them in a long and rewarding partnership."
Receptagen has been actively involved in three operations: Receptagen Corporation in Edmonds, Washington, which has been pursuing worldwide development of proprietary "Growth Blocker" drugs to induce apoptosis (programmed cell death) in cancer cells; Ryan Pharmaceuticals Inc. in Edmonds, Washington, which owns the exclusive rights to U.S. commercialization of Coenzyme Q10 (CoQ10) for use in treating AIDS symptoms; and VWD Distributors which is a wholesale drug and durable medical equipment (DME) division in Burnaby, British Columbia, Canada. -0-
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
CONTACT:
Receptagen Ltd.
Warren Wheeler, 800/558-8846
or
Receptagen Ltd.
Joseph S. Baba, 800/558-8846
KEYWORD: NEW YORK WASHINGTON
INDUSTRY KEYWORD: PHARMACEUTICAL
BW1507 APR 07,1997 |
