SYMBOL - BCL.P
VANCOUVER, Oct. 16 /PRNewswire-FirstCall/ - Beanstalk Capital Ltd. ("Beanstalk") is pleased to announce that it has entered into an arm's length arrangement agreement dated October 15, 2007 (the "Arrangement Agreement") with iCo Therapeutics Inc. ("iCo"). The proposed transaction (the "Arrangement"), when completed, will constitute Beanstalk's "Qualifying Transaction" as a capital pool company. Under the Arrangement, iCo will amalgamate with a wholly-owned subsidiary of Beanstalk and all of the issued and outstanding securities of iCo, including options and warrants, will be taken up by Beanstalk and paid for by the issuance of equivalent Beanstalk securities on a one-for-one basis. The amalgamated company, which will carry on the business currently conducted by iCo, will be a wholly-owned subsidiary of Beanstalk.
Beanstalk currently has 5,500,000 common shares, 250,000 warrants and 605,000 options issued and outstanding and iCo currently has 13,723,053 common shares, 1,638,708 warrants and 1,290,000 options issued and outstanding. Prior to the closing of the Arrangement (but after the financings described below), Beanstalk will consolidate its common shares on the basis of one share for each 2.8 shares currently outstanding. Following the closing of the Arrangement, current iCo shareholders will hold approximately 77.8% of the issued and outstanding Beanstalk Common Shares, current Beanstalk shareholders will hold approximately 11.1% of the issued and outstanding Beanstalk Common Shares and investors in the private placement described below will hold approximately 11.1% of the issued and outstanding Beanstalk Common Shares.
Under the terms of the Arrangement Agreement, Beanstalk has agreed to
use commercially reasonable efforts to complete an equity financing raising
a minimum of $1,802,500 prior to or concurrent with the closing of the
Arrangement Agreement. On October 15, 2007, B
|SOURCE Beanstalk Capital Ltd.|
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