Foccini International Inc.
TSX VENTURE : FOI

June 30, 2009 15:40 ET

Foccini Announces Sale of Austrian Operations and Change of Business Plans

TORONTO, ONTARIO--(Marketwire - June 30, 2009) - Foccini International Inc. ("Foccini" or the "Company")(TSX VENTURE:FOI) announces it has sold its 100% stake in its operating subsidiary, Foccini Trade GmbH ("FT") after receiving approval from both the TSX Venture Exchange and disinterested shareholders at the Company's annual and special meeting of shareholders held yesterday. The Company now plans to proceed with the exercise of its option to purchase 100% ownership of Arch Biotech Inc. (the "Option"), a company specializing in biomedical technology and drug development. The general terms of the Option were previously disclosed to the market on May 6, 2009.

The Company intends to submit a change of business application ("COB Transaction") pursuant to TSX Venture Exchange (the "TSXV") Policy 5.2 - Changes of Business and Reverse Takeovers in connection with its intended exercise of the Option.

About Arch Biotech

Arch is a private corporation, established in 2006 by University of Calgary ("University") based scientists Drs. Paul Beck, Daniel Muruve, and Justin Macdonald to oversee the commercial development of biomedical technology created at their University labs until such technology can be sold or licensed to suitable partners.

Its shareholders include: Mr. Jerome McElroy, co founder of several biotech companies including, among others, MDS Health Services and Helix Bio Pharma; Dr. Richard Rossman and Mr. Conor Gunne, who served as directors of Helix Bio Pharma from 1995 to 2007; as well as Dr. Daniel Muruve, Dr. Beck and Dr. MacDonald and Richard Muruve, a current director of Foccini.

Six of the seven shareholders of Arch are residents of either Ontario or Alberta. Mr. Gunne is a resident of Ireland.

Arch's activities to date are concentrated in the areas of chronic inflammation and in particular, as inflammation relates to chronic kidney disease and gastrointestinal disease. These are areas in which Arch's principals have both extensive laboratory and clinical expertise.

Continuing research activities funded by the company will be conducted in the foreseeable future at the University pursuant to arrangements disclosed in a Foccini press release on June 24, 2009.

The main items of value in Arch currently include, among other things: intellectual property; human capital; exclusive employment contracts; IP contracts; an arrangement to sponsor research at the University and the reputations of principals, directors and scientists.

Additionally, there has been over $3 million of audited past research expenditures at the University on the technology on which the Arch research and development program is recommended. The funds were the result of grants awarded to the individual Arch founding scientists.

The principals of Arch also have significant experience in global drug development having been involved in the successful development and sale of several pharmaceutical products.

Comment Regarding Arch Financial Information

The current balance sheet of Arch does not show a build up material assets such as buildings and equipment as any facilities used for continuing research will be owned by the University. Nor has Arch accumulated any material liabilities to date as result of its anticipated research activities with the University. On the day of closing of the intended COB transaction, the material items of the Arch balance sheet will include cash, goodwill and shareholders' equity. Arch does not expect to have material liabilities in the near term.

Arch financial statements currently have a year end of September 30 and have been audited the last three years.

Terms of the Change of Business Transaction

Upon exercise of the Option, Foccini proposes to issue up to 15,776,000 common shares of Foccini to the sellers of Arch in exchange for all of the issued and outstanding common shares of Arch. Of such total, Foccini proposes to issue 14,200,000 common to the seven principal shareholders mentioned above and the remaining 1,576,000 common shares to the University. The exact and final deemed share price to be used in the valuation of the COB Transaction and the issuance of these new shares will depend on the final negotiated share price of the private placement mentioned below to close in conjunction with the COB Transaction.

There will be no other consideration paid for the purchase of Arch Biotech Inc.

Financing Arrangements in Conjunction with COB

In conjunction with the COB Transaction, Foccini intends to raise up to $5 million via a private placement. The Company intends to close the proposed private placement concurrently with the closing of its acquisition of Arch and the COB Transaction. The proceeds from the proposed private placement will be used for funding the research programs conducted by Arch and general and administrative expenses.

The Foccini common shares issued in connection with the proposed private placement will be subject to a four month hold period. Closing of the proposed private placement is subject to certain conditions including, among others, the receipt of all necessary approvals including the approval of the TSXV.

Sale of Merchandising Business

The Company has sold its fully owned subsidiary Foccini Trade GmbH ("FT") to its founder and current Chief Executive Officer, Christian Jagerhofer. Disinterested shareholder approval of this agreement was received at the Company's annual and special meeting of shareholders held on June 29, 2009 in Toronto Ontario. Mr. Jagerhofer immediately resigned his positions as a director and as Chief Executive Officer of the Company following the approval of the disposition by the TSXV.

In connection with the disposition of FT, Mr. Jagerhofer tendered 1,000,000 Foccini common shares for cancellation and concurrently releases and indemnifies Foccini in connection with all liabilities relating to past and future operations of the FT. All inter-company balances between Foccini and the FT will be written down to zero. The net amount of intercompany balances as at March 31, 2009 is approximately $42,000 owed by FT to the Company.

FT is an Austrian based merchandising, design and advertising company which focuses on strengthening the brands of corporate clients. For more information on the business operations of FT please refer to Foccini's audited annual and first quarter 2009 financial statements and Management Discussion and Analysis available under the Company's profile at www.SEDAR.com.

The sale of FT is independent of the proposed acquisition of Arch.

Non Arm's Length Parties

Richard Muruve is a director of Foccini and a director of Arch. He is also a brother of Dr. Daniel Muruve, one of the vendors of Arch. As such, Richard Muruve may be considered to be a non-arm's length party to the proposed acquisition of Arch and as a result will abstain from voting on any shareholder vote relating to Foccini's acquisition of Arch.

Sponsor

The Company has retained Wellington West Capital ("WWC") to act as Sponsor in connection with the acquisition of Arch and the COB Transaction. WWC will have been paid a total of $20,000 plus GST to complete a sponsorship report in connection to the COB Transaction for the Exchange.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of Foccini International Inc should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Wellington West Capital, subject to completion of satisfactory due diligence, has agreed to act as sponsor to Foccini in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

For more information on Foccini, please consult the other public documents filed on SEDAR at www.sedar.com.

Forward-Looking Statements

All statements, other than statements of historical fact, in this news release are forward looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of the Company. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

Contact Information

  • Foccini International Inc.
    Richard Muruve
    Director
    (647) 428 7031