Epicore BioNetworks Inc. (TSXV EBN) and Neovia S.A.S. jointly announced today that Epicore and Neovia have entered into an arrangement agreement dated October 13, 2017 pursuant to which Neovia will acquire all of the issued and outstanding shares of Epicore on a fully-diluted basis for a price per share of Cdn$1.30, valuing Epicore at approximately Cdn$ 35.6million. The purchase price represents a premium to the closing trading price of the Epicore shares prior to this announcement of 25%. The proposed transaction will be carried out by Plan of Arrangement under the Business Corporations Act(Alberta) and is subject to various customary conditions, including approval by Epicore shareholders holding a minimum of 66?% of the Epicore common shares voted in person or by proxy at a meeting of the Epicore shareholders to be held on or about December 13, 2017.
The Board of Directors of Epicore, after receipt of a fairness opinion from Crow Mackay, have unanimously approved the entering into of the Arrangement Agreement and will unanimously recommend that Epicore shareholders vote in favor of the transaction. In addition, the terms of the Arrangement Agreement were negotiated and agreed to on behalf of Epicore by an independent committee of its Board of Directors. If the proposed transaction is completed, the shares of Epicore will be delisted from the TSX Venture Exchange.
"Epicore is a profitable company with a sound business model." said William Long, CEO of Epicore. "The Board of Epicore recognized that the Neovia offer represents a significant premium to the current share price which, even with the growth expected from Epicore, provides a greater return on shareholder value than possible via organic growth."
The acquisition of Epicore provides Neovia with a probiotic manufacturing and technical organization. It also strengthens Neovia's presence in Latin America. It is anticipated that there will be positive synergies that will be gained by the combination of the two companies. These areas include R&D, global reach and marketing and expansion of Epicore technologies into new markets and species.
The Arrangement Agreement provides that Epicore will pay Neovia a break fee in the amount of Cdn$1.42 million if the transaction does not proceed in certain circumstances.
The Information Circular in respect of the Epicore shareholder meeting will describe the Plan of Arrangement, the Arrangement Agreement and the conditions under which the transaction will be completed and is expected to be mailed to Epicore shareholders on or before November 21, 2017. If approved, the transaction is expected to close in 2017.
Neovia is a leading company in the agri-food sector headquartered in France.
