Genesis Bioventures clarifies merger stock ratio
NEW YORK, March 25 /PRNewswire-FirstCall/ -- Genesis Bioventures, Inc. today
announced that it has received inquiries from shareholders with respect to the
conversion of common stock related to the proposed merger with Corgenix Medical
Corporation (OTCBB:CONX) (Corgenix).
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
Agreement and Plan of Merger attached as Exhibit 2.1 to the 8-K filed yesterday
by GBI stated that the conversion of TARGET capital stock would be determined by
dividing the full amount of all of such issued and outstanding Capital Stock of
TARGET by 14,000,000. The document should have read that the exchange ratio
would be determined by dividing 14,000,000 of PARENT Common Stock by the full
amount of all of such issued and outstanding Capital Stock of TARGET. The
exchange ratio will be approximately 2.6 GBI shares for each Corgenix share.
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 affects deer 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 manufacturer of 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 http://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 .
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 http://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
statementsin 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.
CONTACT:
GBI Investor Relations, (604)542-0820, , http://www.gnsbio.com/
Aurelius Consulting Group, 800-644-6297, ,
http://www.runonideas.com/
de Jong & Associates, (760) 943-9065, , http://www.dejong.org/ DATASOURCE: Genesis Bioventures, Inc.
CONTACT: GBI Investor Relations, (604) 542-0820, , http://www.gnsbio.com/; Aurelius Consulting Group, 800-644-6297, , http://www.runonideas.com/; de Jong & Associates, (760) 943-9065, , http://www.dejong.org/
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