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Concurrent restructuring of outstanding convertible debentures of Victhom
to be completed by way of plan of arrangement
QUEBEC, April 30 /PRNewswire-FirstCall/ - Victhom Human Bionics Inc. ("Victhom", TSX: VHB) and Otto Bock HealthCare GmbH ("Otto Bock") announced today the execution on April 29, 2009 of a partnership agreement to establish a joint venture to develop and commercialize products currently being developed by Victhom's Neurobionix division.
The objective of this joint venture is to bring to market Victhom's neuromodulation product, the Neurostep(R) System for the treatment of gait disorders (e.g., foot drop). This joint venture intends to combine Victhom's unique state-of-the-art technology with the extensive expertise and worldwide distribution network of Otto Bock, a world leader in prosthetic and orthotic components, mobility and rehabilitation products.
As part of this transaction, Victhom will transfer all of the assets of its Neurobionix division to a newly created vehicle (the "JV") concurrent with a total equity investment by Otto Bock of CAN$ 30 million in the JV. The initial investment by Otto Bock will amount to CAN$ 12.5 million and will result in the JV being owned, upon closing of this transaction, 55.6% by Otto Bock and 44.4% by Victhom. The partnership agreement also provides for additional equity contributions by Otto Bock of CAN$ 17.5 million over the next 2 1/2 years that will be mainly used to fund the development of the Neurostep(R) System but also the development of products in other indications.
As a concurrent condition to the transaction with Otto Bock, Victhom will implement, by way of plan of arrangement under the Canada Business Corporations Act, the conversion of its 7% convertible debentures in the capital amount of CAN$ 18,354,000 maturing in March 2010 into a newly created class of preferred shares, on the basis of 12.5 preferred shares (pre-consolidation) per dollar
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