Genesis Bioventures completes $2 million bridge financing and definitive merger
agreement with Corgenix Medical Corporation
NEW YORK, March 25 /PRNewswire-FirstCall/ -- Genesis Bioventures, Inc. 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 $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 current Chairman andCEO, 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
management team 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 to the 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, andresearch 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 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
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.
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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