Insception Biosciences Inc. and Lifebank Corp. (TSX VENTURE:LBK) are pleased to announce that the formal bid circular in respect of the offer by Insception to acquire all of the outstanding common shares in the capital of Lifebank, including all shares that may be issued on the exercise of options granted under Lifebank's stock option plan, was mailed to Lifebank's registered shareholders and stock option holders on August 20, 2012, together with Lifebank's directors' circular recommending that its shareholders accept the offer.
On August 10, 2012, Insception and Lifebank announced Insception's intention to make a supported take-over bid for Lifebank. The offered consideration is $0.48 in cash per share, plus or minus $0.005 for each $56,500 increment that the Effective Date Cash Amount (as defined in the bid circular) is more than $2,028,249.99 or less than $1,971,750.01, as applicable. Assuming an offer price of $0.48, the offer represents a 500% premium to Lifebank's average trading price on the TSX Venture Exchange for the 20 trading days ended August 9, 2012, the last trading day before the announcement of the support agreement.
All officers and directors of Lifebank and certain other shareholders, representing in aggregate approximately 41.7% of the common shares outstanding on a fully-diluted basis, have agreed to tender their shares to the offer pursuant to lock-up agreements entered into with Insception.
The offer is scheduled to expire at 5:00 p.m. (Vancouver time) on Tuesday, September 25, 2012.
Full particulars of the offer are set out in the offer and circular filed by Insception and the directors' circular filed by Lifebank. These documents are available on Lifebank's company profile on SEDAR at www.sedar.com, and on Lifebank's website at www.Lifebank.com.
Insception is the largest cord blood program in Canada, with over 39,000 cord blood units banked. Insception is a private company owned by Argosy Partners, Mount Sinai Hospital, management and its scientific founders. By continuing to partner with leading Canadian medical facilities such as Toronto's Mount Sinai Hospital, the Insception Cord Blood Program is able to provide every Canadian family with security, state of the art processing and storage, financial stability and long term professional governance. For more information, visit www.insception.com.
Started in 1996, Lifebank is a leading national company in the biomedical field based at the British Columbia Institute of Technology campus in Burnaby. Lifebank provides processing and cryogenic storage of umbilical cord blood stem cells for families in Canada and worldwide. With proven quality systems, Lifebank provides informed parents with the comfort that their children's cord blood stem cells are processed and stored by an experienced, professional and dedicated organization. Lifebank's website can be found at www.lifebank.com.
Certain statements made herein are forward-looking statements that involve risks and uncertainties. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "expects", "expected", "scheduled", "estimates", "intends", "anticipates", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements reflect Insception's and Lifebank's best judgment based on current information, factors and assumptions, and although the parties base these statements on circumstances that the parties believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance or actions, and actual performance and actions may vary materially from the actions and expectations discussed in this press release.
Each of Insception and Lifebank disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Lifebank. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Insception has filed an offer and take-over bid circular and Lifebank has filed a directors' circular with Canadian provincial securities regulators. Investors and security holders are urged to read the offer and take-over bid circular and directors' circular regarding the proposed transaction referred to in these documents because they contain important information. Investors may obtain a free copy of the offer and take-over bid circular, directors' circular and other documents filed by Insception and Lifebank with the Canadian provincial securities regulators on Lifebank's company profile on SEDAR at www.sedar.com.
Neither the 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.
Insception Biosciences Inc.
President and Chief Executive Officer
F. Ernest Stacey
President and Chief Executive Officer