Genesis Bioventures Completes US$2 Million Bridge Financing and Definitive
Merger Agreement with Corgenix Medical Corporation
NEW YORK, March 25 /PRNewswire/ -- Genesis Bioventures, Inc. (AMEX:GBI)
today announced that it has
completed a bridge financing related to the previously announced proposed
merger with Corgenix Medical Corporation (OTCBB:CONX) (Corgenix). The minimum
offering requirement of US$2 million has been exceeded and the two companies
have now signed a definitive merger agreement. All amounts are expressed in
US dollars.
Under the terms of the merger agreement, GBI will issue 14 million of its
shares in exchange for 100% of the 5.3 million outstanding Corgenix shares. The terms of the merger agreement also provide that Corgenix's current
management team will assume the responsibility of managing the combined
entity, although it will be known as Genesis Bioventures, Inc. Corporate
headquarters will be located at the Corgenix site in Westminster, Colorado. GBI's currentChairman and CEO, Greg McCartney and Dr. Luis Lopez, currently
CEO and Chairman of Corgenix, will be Co-Chairmen of the combined entity.
The funds from this financing will be used by GBI to advance $500,000 to
Corgenix as provided for in the merger agreement, and towards merger related
expenses, repayment of certain obligations and general operating activities. The Company plans to take advantage of Corgenix's patent pending process to
develop an ELISA blood diagnostic test kit for GBI's Mammastatin Serum Assay
(MSA) breast cancer risk assessment system and has therefore also allocated a
portion of the funds from this financing to the further development of the
MSA. The MSA in ELISA format is expected to increase sensitivity and
specificity of the MSA test, improving both its usefulness and marketability.
The merger with Corgenix should also allow GBI to manufacture, market and
distribute the product utilizing Corgenix resources rather than having to
outsource those services to other companies.
"The funds from this financing should enable GBI and Corgenix to complete
the remainder of the merger process as scheduled", stated GBI Chairman and
CEO, Greg McCartney. "Both Corgenix and GBI are eager to move ahead with the
integration of the two companies to create a new entity that has the
potential to be at the forefront of cutting edge diagnostic technology. Corgenix will bring operating revenues to GBI, a worldwide distribution
network and a strong and experienced managementteam with regulatory
expertise. The merger not only enhances the ability of GBI to move its
products to market more rapidly, but allows GBI to grow its business through
key acquisitions in the future," he added.
The proposed merger is subject tothe satisfaction of specified
contingencies including, a regulatory review by the SEC, approval by the
shareholders of each company, the successful completion of a second round of
merger-related financing, and customary closing conditions. The merger is
expected to be consummated in the third quarter of this year.
The merged companies intend to focus on the continued development and the
worldwide commercialization of the MSA, as well as the further expansion of
Corgenix's innovative immunoassays for the clinical assessment of
coagulation, vascular, liver and autoimmune diseases.
The post merger management team has experience in developing new
products, gaining the appropriate regulatory approvals and taking products to
market. The combined company will have revenues along with strategic
collaborations worldwide in oncology, cardiovascular disease, liver disease,
autoimmunity and neurodegenerative disease.
Douglass Simpson, President and COO of Corgenix, who will assume the role
of CEO of the combined entity said, "The merger of GBI and Corgenix should
create tremendous opportunities for shareholders, customers and employees. GBI's MSA technology will significantly complement the Corgenix business
focus and distribution channels and the combined entity will have the ability
to broaden product lines to current customers. In addition, the merged GBI
will have the opportunity to establish new customers with an expanded
portfolio of products and technologies as well as enhanced product
development, manufacturing, distribution, and research operations." About Genesis Bioventures, Inc.
Genesis Bioventures, Inc. (GBI) is a biomedical development corporation
focusing on the development and marketing of novel diagnostics. GBI's wholly
owned subsidiary, Biomedical Diagnostics, LLC, specializes in the development
of cancer diagnostics. The first product commercially available is the MSA as
a screen for breast cancer risk. It is currently in the Western Dot Blot
format and is performed in Biomedical's CLIA approved laboratory facilities. Further information on testing can be found on GBI's website. In addition,
the Company has an equity interest in Prion Developmental Laboratories, Inc.,
(PDL) which specializes in the development of diagnostic tests to detect
prion disease. GBI recently announced that PDL received United States
Department of Agriculture (USDA) approval for its Chronic Wasting Disease
(CWD) strip test. CWD is similar to Mad Cow Disease but affectsdeer and elk.
About Corgenix Corgenix is a leader in the development and manufacturing of anti-
Phospholipid test kits, being the first on the market with an FDA cleared
assay for anti-Cardiolipin (aCL), and is still the only manufacturerof an
FDA cleared anti-phosphatidylserine (aPS) and an anti-Prothrombin (aPT) test
kit. Corgenix is based in metropolitan Denver and its primary area of focus
is providing state-of-the-art products for the serologic diagnosis and
management of cardiovascular disease, vascular biology, liver disease and
autoimmune disorders. Corgenix diagnostic products are commercialized for use
in clinical laboratories throughout the world.
Complete copies of the Corgenix Medical Corporation Forms 10-KSB and
10-QSB are available at www.sec.gov. Copies and additional information can be
obtained by contacting William Critchfield, Chief Financial Officer: phone
(303) 453-8903, or e-mail at wcritchfield@corgenix.com.
Additional Information and Where to Find It Corgenix and GBI intend to file a registration statement on Form S-4
including a joint proxy statement/prospectus in connection with the proposed
merger, and the companies expect to mail a proxy statement/prospectus to
their respective stockholders containing information about the proposed
transaction on or about May or June of 2004. This communication is neither an
offer to purchase nor a solicitation of an offer to sell any securities of
Corgenix or GBI. Investors and security holders of GBI and Corgenix are urged
to read the joint proxy statement/prospectus when it becomes available
because it will contain important information about GBI, Corgenix and the
transaction. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) at the SEC's web site
at www.sec.gov. A free copy of the joint proxy statement/prospectus may also
be obtained from GBI or Corgenix. GBI and its executive officers and
directors may be deemed to be participants in the solicitation of proxies
from the stockholders of GBI and Corgenix in favor of the transaction. Information regarding the interests of GBI's officers and directors in the
transaction will be included in the joint proxy statement/prospectus. Corgenix and its executive officers and directors also may be deemed to be
participants in the solicitation of proxies from the stockholders of GBI and
Corgenix in favor of the transaction. Information regarding the interests of
Corgenix's officers and directors in the transaction will be included in the
joint proxy statement/prospectus.
Statements in this press release that are not strictly historical facts
are "forward looking" statements (identified by the words "believe",
"estimate", "project", "expect" or similar expressions) within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that would
cause or contribute to such differences include, but are not limited to,
continued acceptance of the Company's products and services in the
marketplace, competitive factors, changes in the regulatory environment, and
other risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission. The statements in this press release are
made as of today, based upon information currently known to management, and
the company does not undertake any obligation to publicly update or revise
any forward-looking statements. DATASOURCE: Genesis Bioventures, Inc For further information: GBI Investor Relations, +1 (604) 542-0820,
gbi@gnsbio.com, www.gnsbio.com; Aurelius Consulting Group, +1 (800) 644-6297,
info@aurcg.com, www.runonideas.com; de Jong & Associates, +1 (760) 943-9065,
ron@dejong.org, www.dejong.org/ (GBI) |