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 of capital converted, and the consolidation of its common shares on a 10 for 1 basis. The transfer of the assets of the Neurobionix division will also be implemented by way of the plan of arrangement.
Victhom expects to hold separate debenture holder and shareholder meetings in early June to obtain certain required approvals for the above-mentioned plan of arrangement as well as the creation of the JV. Further details on the plan of arrangement and the transaction with Otto Bock will be provided in an information management circular expected to be distributed to its shareholders and debenture holders by mid-May. In addition to debenture holders and shareholders approvals, implementation of the JV transaction and the plan of arrangement is subject to approval by the Court under the Canada Business Corporations Act and receipt of all necessary regulatory and stock exchange approvals.
The principal debenture holders and shareholders have executed support agreements with Victhom and Otto Bock whereby they agreed to vote in favor of the transaction with Otto Bock and the concurrent implementation of the plan of arrangement.
The board of directors of Victhom is recommending to both the shareholders and the debenture holders to support the transaction as it will provide Victhom with the opportunity to develop its technologies under new parameters providing a stronger financial base for the future.
Mr. Normand Rivard, Acting President and CFO of Victhom, said: "We are tremendously enthusiastic with the prospect of teaming up with Otto Bock, the world leader in the field of mobility. This partnership is designed to exploit the great potential of our unique Neurobionix technology platform incorporated in the Neurostep. The combination of our technology know-how and Otto Bock's worldwide market knowledge will give us a tremendous edge in bringing this much needed solution to gait patients throughout the world. The interest from Otto Bock is a validation for us of what we have accomplished in the last few years.
"We are going to bring scientific expertise and our global network into the partnership and gradually continue our financial commitment. Our joint venture with Victhom's Neurobionix division will strengthen our research and development activities in neurostimulation over the long term. As a growing global medical technology company, Otto Bock HealthCare has the strength to ensure that the developments and products in our product range will reach successfully the global healthcare markets and increase the quality of life of the patients in their daily life", says Hans Georg Näder, President and CEO of Otto Bock HealthCare, explaining the activity.
Further information about the proposed transaction and the terms and conditions of the concurrent plan of arrangement will be available on SEDAR (www.sedar.com).
Update on Filing of Annual Disclosure Documents
In accordance with NP 12-203 and as previously announced, Victhom had voluntarily requested that the Autorite des marches financiers and other Canadian securities regulatory authorities issue a temporary order that prohibits certain directors, officers and insiders of Victhom from trading in securities of Victhom for as long as the annual financial statements, CEO and CFO certifications, and related MD&A and AIF are not filed (the "Management Cease Trade Order").
Following the above announcement, which constitutes a material change respecting Victhom and its activities, Victhom anticipates that the release of its annual financial statements, CEO and CFO certifications and related MD&A and AIF will occur in the next few days and that Victhom will apply to relevant authorities afterwards to request the revocation of the Management Cease Trade Order.
Victhom discovers, develops and manufactures bionic devices involved in the treatment of a variety of physical and physiological dysfunctions. Victhom's Neurobionix division focuses on the development and commercialization of technologies and products involving implantable devices that feature neurosensing and neurostimulation components, integrated with artificial intelligence. Victhom's Biotronix division develops biomechatronic products to support or replace peripheral limbs in what is known as the orthotics and prosthetics market.
About Otto Bock
Otto Bock HealthCare is a global market leader in prosthetics and is on a steady growth course thanks to its leading technology for people. The company has been owner-managed ever since it was founded in 1919. With headquarters in Duderstadt, Germany, Otto Bock HealthCare has subsidiaries in 40 countries and employs 4,000 people around the world. In 2008, the company's sales reached (euro)479 million, representing a currency-adjusted growth of 9.2%.
The company has been active in the North American market since 1958, when Otto Bock USA subsidiary was founded in Minneapolis. Otto Bock HealthCare has also been represented in Canada through its Toronto subsidiary since 1978.
The company has a global infrastructure in the field of neurostimulation and offers sales, services and medical consulting. Vienna, Austria is a key neurostimulation research platform for Otto Bock HealthCare. The company is headed by President and CEO Professor Hans Georg Näder.
Some of the statements made herein may constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause Victhom's actual results, performance or achievements to be materially different from those expressed or implied by any of Victhom's statements. Actual events or results may differ materially. We disclaim any intention, and assume no obligation, to update these forward-looking statements.
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