Carrus Capital Corporation
TSX VENTURE : CHQ

Carrus Capital Corporation

April 11, 2014 21:41 ET

Carrus Capital Corporation Announces Final Court Order for Plan of Arrangement, Share Distribution Record Date, and Share Consolidation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 11, 2014) - Carrus Capital Corporation (the "Company" or "Carrus") (TSX VENTURE:CHQ) is pleased to announce that on March 26, 2014, the Company obtained a final order from the Supreme Court of British Columbia to the implementation of the plan of arrangement.

The Company is also pleased to announce that it will be implementing the approved spin-off of BioAB Strategies Ltd. ("BioAB"), BioDE Ventures Ltd. ("BioDE"), and BioHEP Technologies Ltd. ("BioHEP") to Carrus shareholders of record on April 11, 2014 (the "Share Distribution Record Date"). No action is required by Carrus shareholders in order to receive shares of BioAB, BioDE, and BioHEP. Shareholders entitled to receive shares of BioAB, BioDE, and BioHEP will receive a DRS advice reflecting their ownership, or their brokerage account will be credited with the shares. A bulletin has been issued today from the TSX Venture Exchange with respect to the distribution. The payable date is the same as the Share Distribution Record Date of April 11, 2014.

Pursuant to the Arrangement, shareholders of Carrus will receive 1 BioAB share, 1 BioDE share and 1 BioHEP share (collectively referred to as the "Distributed Shares") for every 5 Carrus Shares they hold as of the Share Distribution Record Date of April 11, 2014.

The redemption price of the Carrus Class A Preferred Shares per share is equal to $5,000/2,845,381 shares and the paid up capital of these Carrus Class A Preferred Shares per share is equal to $5,000/2,845,381 shares. Therefore, every 5 shares of the Carrus Preferred Shares redeemed will result in a distribution of 1 BioAB Share, 1 BioDE Share and 1 BioHEP Share to each shareholder. Thus, the adjusted cost base for the Distributed Shares for each of the subsidiaries will be equal to the total fair value of assets transferred, divided by the total number of Distributed Shares (ie: $5,000/2,845,381 shares). As a result, shareholders receiving the BioAB Shares, BioDE Shares and BioHEP Shares should not experience any capital gain on redemption of the Carrus Class A Preferred Shares. However, shareholders should seek their own professional advice in order to determine the amount of capital gain, if any, they may experience on redemption of the Carrus Class A Preferred Shares.

Spin-off of three wholly owned subsidiaries:

Carrus Capital Corporation
(14,226,904 shares as of record date)
Subsidiaries (1 share for every 5 Carrus shares held)
Transfer from Carrus: Cash Transfer from Carrus:
Pharmaceutical portfolio
Total fair value of transferred assets per subsidiary
BioAB
(2,845,381 Distributed Shares)
$5,000.00 MX-2401 antibiotic assets and contracts ($Nil value) $5,000.00
BioDE
(2,845,381 Distributed Shares)
$5,000.00 Omiganan-based technologies with anti-infective properties, related contracts, and CLS001 ($Nil value) $5,000.00
BioHEP
(2,845,381 Distributed Shares)
$5,000.00 SB-9000, Springbank shares, hepatitis assets and contracts ($1,000 value) $6,000.00
Aggregate Fair Market Value (Total)
(Aggregate Paid-up Capital - 14,226,904 Carrus Preferred Shares)

$16,000.00

In addition, the Company intends to consolidate its share capital concurrently with the spin-off, and expects to receive director approval to consolidate its share capital on the basis of one (1) new common share for every seven (7) currently issued and outstanding common shares. Registered shareholders of the Company will receive the letter of transmittal containing instructions on how to obtain new share certificates of Carrus by mail. The letter of transmittal will be posted on SEDAR under the Company's profile at www.sedar.com. The share consolidation is subject to final acceptance from the TSX Venture Exchange.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Neither 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 or accuracy of this news release.

Contact Information

  • Carrus Capital Corporation
    Bruce Schmidt
    Chief Executive Officer, Corporate Secretary & Director
    604-760-0160