The purchase of the Purchased Assets has been made through DMD Marketing LP, a Delaware limited partnership (the "New LP"), and its wholly-owned subsidiary DMD Marketing Corp., a Delaware corporation ("Newco"), which are both indirect affiliates of Aptilon. The Purchased Assets include office equipment, accounts receivables, rights under various contracts, licenses and leases, intellectual property, books, records, files and other data and assets.
The total consideration for the Purchased Assets is estimated at US $31,677,072, subject to adjustment based on the net working capital as of the Closing Date, comprised of US $2,000,000 in cash, US $27,200,000 by way of non-convertible, non-interest bearing promissory note repayable on a monthly basis over a period of three years with a lump sum payment of approximately US $12,417,000 on the third anniversary of the Closing (or four years with a lump sum payment of approximately US $7,417,000 on the fourth anniversary of the Closing if New LP and Newco exercise an extension right), and approximately US $1,643,738 by the issuance of 15,000,000 common shares of Aptilon at approximately CDN $0.11163 per share. In addition, the purchasers assume various liabilities and obligations of the sellers including the assumption of a debt in the amount of approximately US $833,333 and the accounts payable of DMD.
The common shares of Aptilon issued pursuant to this acquisition are subject to a four-month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. The parties have agreed that certificates representing 7,500,000 of the 15,000,000 common shares of Aptilon will be put in escrow with an escrow agent for a period of one year. The escrow agreement provides for an early release of the shares in vario
|SOURCE APTILON CORPORATION|
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