Chrysalis Capital
Corporation Announces Qualifying Transaction
January 14, 2005 - Toronto, Ontario -
Chrysalis Capital Corporation (the "Corporation" or
"Chrysalis") is pleased to provide further particulars
regarding the previously announced letter of intent dated
December 8, 2004 among Chrysalis, PharmEng Technology Inc.
("PharmEng") and its principal shareholder pursuant to which
Chrysalis has agreed to acquire (the "Proposed Transaction")
all of the issued and outstanding shares of PharmEng by
issuing one common share of Chrysalis (a "Chrysalis Share")
at a deemed price of $0.45 per share in consideration for
each common share of PharmEng (a "PharmEng Share") and by
issuing one Chrysalis share purchase warrant in exchange for
each outstanding PharmEng share purchase warrant for
aggregate deemed consideration of $12,500,000. The Proposed
Transaction is expected to constitute Chrysalis' Qualifying
Transaction as defined in Policy 2.4 of the TSX Venture
Exchange Inc. ("TSXV").
About
PharmEng
PharmEng Technology Inc. is a full service consulting and
manufacturing company serving the pharmaceutical and allied
industries. PharmEng is a private company incorporated under
the laws of Ontario which is controlled by Mr. Alan Kwong of
Markham, Ontario.
The full range of professional services and expertise
provided by PharmEng include project management,
engineering, cGMP and validation, product development,
calibration services, training and regulatory compliance.
The business has grown from one employee to over 70
employees and revenues have grown from $116,000 in 1997 to
$4,887,044 in 2003 and $4,415,680 for the nine months ending
September 2004.
Through the April 2004 acquisition of Pendopharm’s assets in
Perth, Ontario, PharmEng (through its wholly owned
manufacturing subsidiary Keata Pharma Inc. ("Keata")) will
provide contract pharmaceutical support services, including
formulation development contract, laboratory testing and
manufacturing. Keata has recently arranged project financing
with the Cape Breton Growth Fund to be used to construct and
operate a second manufacturing facility in North Sydney,
Nova Scotia.
Key Business Highlights
- Strong growth in 2003 - 26% annual growth in revenue
to $4,887,044 and a 60% increase in net income to
$221,861.
- Continued strong financial performance in 2004 –
Revenue for the first nine months is up 23% to $4,415,680
with net income of $193,978.
- Structured a $10.4 million financial package (interest
free loans and grants) for a new manufacturing facility -
In participation with the government, Keata (PharmEng’s
manufacturing subsidiary) has received a funding package
for the construction and operation of a manufacturing
facility in Cape Breton.
- $ 6.25 million in non-interest bearing loans for the
manufacturing facility, equipment and working capital
provided by Cape Breton Growth Fund and its sister federal
agency, Enterprise Cape Breton Corporation.
- $ 500,000 in a non-repayable grant to PharmEng as
compensation for conducting the BPTP (Biotechnology and
Pharmaceutical Technology) course at the University
College of Cape Breton.
- $ 3.6 million in payroll rebate ceiling from the NSBI
(Nova Scotia Business Inc.) commencing July 1st, 2005 for
a period of five years (the exact amount will depend on
the number of jobs created in Nova Scotia).
- Financing Recently Completed - PharmEng closed a
private placement on December 13, 2004 of 1,111,112 units
at a price of $0.45 per unit, each consisting of one
PharmEng Share and one PharmEng share purchase warrant
exercisable at a price of $0.60 per share for a period of
18 months from closing, for gross proceeds of $500,000.
- Demonstrated its global competiveness - Through prior
projects execution experience in USA, Pakistan, Taiwan and
Kenya. In 2004, PharmEng won two projects with the NHRI/CDC
(National Health Research Institute/Centre for Disease
Control) in Taiwan and ILRI (International Livestock
Research Institute) in Kenya. The two projects are worth
over $3 million from 2004-2006.
- Expanded its successful certification program - In
2003, PharmEng initiated the Pharmaceutical and
Biotechnology Certificate Program at the University of
Toronto. Alan Kwong is currently the Program Director of
the program. PharmEng will start another training program
with the UCCB (University College of Cape Breton) in April
2005. In November 2004, the University of Toronto signed a
Memorandum of Understanding with the National Tsing Hua
University (the number three ranked university in Taiwan)
to start a pharmaceutical and biotechnology training
program in 2005. Alan Kwong is nominated the Program
Director and PharmEng is the principal sponsor for the
program.
Additional Financing
The Proposed Transaction will be completed after giving
effect to a non-brokered equity offering by PharmEng (the
"PharmEng Financing") of up to 2,222,223 PharmEng units at a
price of $0.45 per unit, each unit consisting of one
PharmEng Share and one PharmEng share purchase warrant
exercisable at a price of $0.60 per share for a period of 18
months from closing, for gross proceeds of up to $1,000,000.
The net proceeds of the PharmEng Financing will be used for
the Cape Breton facility and general working capital.
Completion of the Proposed Transaction is not conditional on
any minimum level of funds being raised pursuant to the
PharmEng Financing.
In addition, 555,556 PharmEng units will be issued to a
creditor of PharmEng at a deemed price of $0.45 per unit in
settlement of indebtedness owed by PharmEng in the amount of
$250,000 (the "Debt Settlement"). PharmEng Shares and
PharmEng share purchase warrants issued pursuant to the
PharmEng Financing and the Debt Settlement will be subject
to the offer to be made by Chrysalis and may be exchanged
for Chrysalis Shares and Chrysalis share purchase warrants
pursuant to the terms of the Proposed Transaction.
Selected Financial
Information
PharmEng
For the 9 month period ended September 30, 2004
(unaudited) Chrysalis
For the 9 month period
ended September 30, 2004
(unaudited)
Current Assets $1,433,327 $1,080,390
Total Assets 2,263,811 1,080,390
Current Liabilities 1,586,001 13,419
Total Liabilities 1,586,001 13,419
Revenue $4,415,680 $9,122
Net Income $193,978 $26,526
Working Capital ($152,647) $1,066,971
There are currently 27,777,779 PharmEng Shares and 7,500,000
Chrysalis Shares issued and outstanding. Upon completion of
the Proposed Transaction, including the Debt Settlement, the
resulting issuer will have 35,833,334 common shares and
1,666,668 warrants outstanding without giving effect to the
PharmEng Financing and 38,055,557 common shares and
3,888,891 warrants outstanding assuming completion of the
maximum PharmEng Financing. It is anticipated that upon
completion of the Proposed Transaction, the resulting issuer
will meet the Tier 1 listing requirements of the TSXV for an
industrial issuer.
New Board of Directors
In conjunction with the completion of the Proposed
Transaction, it is intended that both Marc Lavine and
Geoffrey Rotstein will remain on the Board. The board of the
resulting issuer will consist of Alan Kwong, Bernard
Boudreau, Marc Lavine and Geoffrey Rotstein. Brief
biographies for the proposed nominees are as follows:
Alan Kwong
- P.Eng., M.Sc., M.B.A.
Chief Executive Officer – President and Director
Alan Kwong is currently the President and Managing Director
of PharmEng Technology Inc, with responsibility for the
management of business development, operations and strategic
planning. Alan has twenty years of work experience in the
biotechnology and pharmaceutical industry. Alan is currently
the Program Director for the Biotechnological and
Pharmaceutical Technology Certificate Program at the
University of Toronto. Alan's corporate experience prior to
PharmEng include Senior Manager, Technical Operations, Taro
Pharmaceuticals, New York (1995-1997); Validation Consultant
at John Brown Engineering & Contractors, Chicago
(1994-1995); Manager, Validation Services, Nu-Pharm Inc.
(1993-1994), Validation Co-ordinator, Purdue Frederick Inc.,
Toronto (1989-1993); Validation Specialist, Glaxo Canada
Inc. Toronto(1988-1989); Research Associate, Connaught
Laboratories Ltd (1986-1988), Research Associate, Ontario
Cancer Institute(1985-1986). Alan received his B.Sc. in
Chemical Engineering from the University of Michigan and his
M.Sc. in Chemical Engineering and MBA from the University of
Toronto.
The Honourable J. Bernard
Boudreau, PC, QC
Vice President, Corporate Development and Director
Mr. Boudreau has a distinguished record as a lawyer,
businessman and public figure. From 1975 to 1988 he founded
and served as the senior partner of the Nova Scotia law firm
of Boudreau Beaton & LeFosse. During the latter five years
of his practice, Mr. Boudreau specialized in labor law, and
was appointed as Queen’s Counsel in 1985. Mr. Boudreau was
first elected to the provincial legislature of Nova Scotia
in 1988, where he served as Chair of the Public Accounts
Committee and opposition critic for Finance and Economic
Development. In 1993 he was appointed to several senior
cabinet positions that included Minister of Finance,
Minister of Health, Chair of the Cabinet Priorities and
Planning Committee and Minister responsible for the Nova
Scotia Liquor Licensing Act, the Nova Scotia Lottery
Commission and the Nova Scotia Power Finance Corporation
Act. Mr. Boudreau returned to the private sector in 1997 in
order to accept the positions of Counsel to the Atlantic
Canadian law firm of McInnis Cooper, and Vice-President,
MedCan Health Management Inc. In 1998, he was appointed a
Director of the Bank of Canada. In 1999, Mr. Boudreau was
appointed by the Prime Minister of Canada to the positions
of Leader of the Government in the Senate of Canada, and the
federal Minister responsible for Nova Scotia. As a Member of
the Privy Council of Canada, his Cabinet responsibilities
included the following: Member, Economic Union Cabinet
Committee; Member, Special Committee of the Executive
Council; Member, Treasury Board; and Chair, Special Cabinet
Committee on Health Care Reform. To these duties the
position of Minister of State, Atlantic Canada Opportunities
Agency (ACOA) was added in October, 2000. In 2001, Mr.
Boudreau was appointed a Director of Export Development
Canada (“EDC”). Since February 2001 he has acted as
President of Radcliffe Consulting and Investment Ltd.,
Halifax, N.S.
Marc Lavine
Director
Marc Lavine of Paris, France brings entrepreneurial
expertise and direct experience with the capital pool
company (“CPC”) program. In the past eight years, Mr. Lavine
has been involved in the creation of two companies and then
led the process for their subsequent public listing through
the Junior Capital Pool Company (“JCP”) program (the
predecessor to the CPC program). Both of those companies,
Points International Ltd. (“Points International”) and
Cyberplex Inc. (“Cyberplex”), are currently trading on the
Toronto Stock Exchange. Mr. Lavine is currently a director
and Vice-Chairman of Points International (formerly
Exclamation International Incorporated (“Exclamation”)). As
founder of Exclamation, Mr. Lavine served as the Chairman
and Chief Executive Officer from its inception in June 1999
until February 2002. Mr. Lavine set the strategic direction
of Exclamation, as well as the idea generation and initial
creation of its business ventures, including Points
International. Mr. Lavine also assisted in the operations
and financing of Exclamation, including its public listing
in January, 2000. Prior to joining Exclamation, Mr. Lavine
worked as the Vice-President of Cyberplex from January 1995
to December 1997. As Vice-President of Cyberplex, Mr. Lavine
focused on developing strategies for Internet based
businesses and led the public listing of Cyberplex. Mr.
Lavine's prior experiences include two years as a management
consultant at McKinsey & Company, a consulting firm, from
September 1991 to August 1993, where he advised senior
managers of Canadian corporations on a wide variety of
strategic issues. Mr. Lavine holds an Honours degree in
Business Administration from the Richard Ivey School of
Business at the University of Western Ontario (1991) where
he received the gold medal for top student in his class. Mr.
Lavine is 36 years of age
Geoffrey Rotstein
Director, Chairman of the Audit Committee
Geoffrey Rotstein of Toronto, Ontario brings over 10 years
of financial expertise in addition to direct experience with
the CPC process based on his role as Chief Financial Officer
of Cyberplex, a TSX listed public company. From March 1997
to present, Mr. Rotstein has been the Chief Financial
Officer of Cyberplex and its predecessor companies. Mr.
Rotstein is responsible for developing and implementing
financial controls, budgets and management policies for
Cyberplex, as well as maintaining close interaction with
shareholders, investment advisors and analysts as part of
his overall responsibility for the for investor relations,
and corporate development activity. Mr. Rotstein co-led the
process for Cyberplex in achieving its public listing
through the JCP process. From June 1999 to November 1999,
Mr. Rotstein also acted as Chief Financial Officer of
Exclamation where he was involved in the company’s creation
and initial financing. From September 1992 to February 1997,
Mr. Rotstein worked as aChartered Accountant at Coopers &
Lybrand in Toronto, a major global accounting firm. Mr.
Rotstein received his C.A. designation in 1996 and received
his MBA degree from the Schulich School of Business at York
University of Toronto in 1992. Mr. Rotstein is 36 years of
age.
Strong Team
In addition to the Board of Directors, PharmEng has a strong
team of over 70 employees including –
- Ravi Joshi - Formerly Director of Technical
Services, Production and Technical Services, Pharma
Development with Novartis and Sandoz
- David Leung - Formerly VP of Regulatory Affairs
and QA at Pharmacia & Upjohn
- Zaheer Abassi - Formerly Director of
Development, Technical Services and Production at Axcan
Pharma
- Ben Lee - Formerly Project Director of the
construction of the $23 million Winnipeg Blood Centre
- Rahman Rousta - Formerly VP, Operations with
Activepharm Inc. in Nova Scotia
Chrysalis has reserved a price of $0.45 per share for the
Chrysalis Shares to be issued pursuant to the Proposed
Transaction. Chrysalis also announces that it has reserved a
price of $0.45 per share for the grant of options to acquire
up to that number of Chrysalis Shares equal to 5% of the
issued and outstanding Chrysalis Shares ("Resulting Issuer
Options") in the event that the Proposed Transaction is
completed. The grant of the Resulting Issuer Options is
subject to regulatory approval and Chrysalis is required to
file a formal application with the TSXV to maintain this
price reservation.
The Filing Statement to be prepared and filed on SEDAR in
conjunction with the Proposed Transaction will contain
complete biographical information on each proposed nominee.
The Proposed Transaction will be an arm's length
transaction, as the directors and officers of Chrysalis have
no ownership or other interest in PharmEng. As a result,
completion of the Proposed Transaction is not subject to
Chrysalis shareholder approval.
Research Capital Corporation, subject to completion of
satisfactory due diligence, has agreed to act as sponsor in
connection with the Proposed Transaction. An agreement to
sponsor should not be construed as any assurance with
respect to the merits of the Proposed Transaction or the
likelihood of completion.
Completion of the Proposed Transaction is subject to a
number of conditions, including but not limited to,
satisfactory due diligence reviews, negotiation and
execution of definitive transaction documentation, approval
by both boards of directors, availability of prospectus and
registration exemptions or obtaining exemptive relief,
obtaining any necessary governmental and third party
approvals and TSXV acceptance. There can be no assurance
that the Proposed Transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the
Filing Statement to be prepared in connection with the
Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate
or complete and should not be relied upon. Trading in the
securities of Chrysalis should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this press release.
This is an initial press release and the Chrysalis Shares
will remain halted until such time as permission to resume
trading has been obtained from the TSXV. Chrysalis is a
reporting issuer in Alberta, British Columbia and Ontario.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR
THE ACCURACY OR ADEQUACY OF THIS RELEASE.
For further information, please contact:
Marc Lavine, Chief Executive Officer and Chairman
Chrysalis Capital Corporation
(416) 352-5763 –
info@chrysalis-capital.com
www.chrysalis-capital.com
or
Bernard Boudreau, Vice President, Corporate Development
PharmEng Technologies Inc.
(902) 229-9333 -
bernie.b@pharmeng.com
www.pharmeng.com |