Chelsea Acquisition Corporation

TSX VENTURE : CAV.P


December 10, 2013 17:05 ET

Chelsea Acquisition Corporation Announces Shareholder Approval of Amalgamation With Pediapharm, Completion of Amalgamation and Closing of Private Placement With a Quebec Stock Savings Plan Fund

CALGARY, ALBERTA--(Marketwired - Dec. 10, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES

Chelsea Acquisition Corporation ("Chelsea") (TSX VENTURE:CAV.P) is pleased to announce that the shareholders of Chelsea have approved the previously announced proposed qualifying transaction of Chelsea involving the amalgamation (the "Amalgamation") of Chelsea and Pediapharm Inc. ("Pediapharm"). Pursuant to the Amalgamation, a new entity was formed on December 10, 2013 under the Canada Business Corporations Act called "Pediapharm Inc." ("Amalco"). The Amalgamation constituted the qualifying transaction (the "Qualifying Transaction") of Chelsea in accordance with the requirements of the TSX Venture Exchange Inc. (the "TSX Venture") Policy 2.4 - Capital Pool Companies. The Amalgamation is described in further detail in the press releases of Chelsea dated July 15, 2013, October 17, 2013, and November 29, 2013 and in the management information circular of Chelsea dated November 12, 2013, all of which are available on SEDAR at www.sedar.com. Prior to the Amalgamation, Chelsea received conditional approval of the Qualifying Transaction from the TSX Venture on November 8, 2013. The completion of the Qualifying Transaction is subject to the final approval of the TSX Venture which Chelsea expects to receive shortly. Upon receipt of final approval from the TSX Venture, Amalco will begin trading on the TSX Venture under the symbol "PDP".

The incoming board of directors of Amalco (the "Board") is comprised of Mr. Sylvain Chrétien, Mr. Pierre Lapalme, Mr. Angelo Botter, Mr. Pierre Désormeau, Mr. Normand Chartrand and Mr. Douglas M. Stuve. In addition, the following individuals have been appointed as the management of Amalco, Mr. Sylvain Chrétien as President and Chief Executive Officer, Mr. Roland Boivin as Chief Financial Officer, Mr. Benoît Hébert as Vice-President, Business Development and Licensing, Mr. Ashok Bhaseen as Vice-President, Marketing and Sales, Mr. Pierre Lapalme as Chairman of the Board and Mr. Normand Chartrand as Corporate Secretary.

By completing the Amalgamation, Pediapharm met all of the conditions necessary for the subscription receipts of Pediapharm (the "Subscription Receipts") issued pursuant to the previously announced brokered private placement to automatically convert into common shares in the capital of Amalco ("Common Shares"). As such, on December 10, 2013, Amalco issued 21,254,968 Common Shares and received $6,376,490.40 in gross subscription proceeds (the "Subscription Receipts Proceeds") from Computershare Trust Company of Canada, as agent of the Subscription Receipts.

In connection with the Amalgamation, Amalco paid a finder's fee to Richardson GMP Limited ("Richardson") of $200,000 with $50,000 being paid in cash and the balance paid by the issuance of 500,000 Common Shares. In addition, Amalco paid a finder's fee to 9132-8757 Québec Inc. of $130,000 with $32,500 paid in cash and the balance paid by the issuance of the 325,000 Common Shares.

Chelsea is also pleased to announce that Pediapharm, through Amalco, has closed its previously announced brokered private placement (the "QSSP Offering") of Common Shares to a qualified mutual fund through the Quebec Stock Savings Plan II. Pursuant to the QSSP Offering, Amalco issued 2,000,000 Common Shares at a price of $0.30 per Common Share for gross proceeds of $600,000 (the "QSSP Subscription Proceeds"). The QSSP Subscription Proceeds, when combined with the Subscription Receipts Proceeds, have resulted in gross proceeds to Amalco of $6,967,490.40.

Richardson and Laurentian Bank Securities Inc. (collectively, the "Agents") acted as agents of Amalco pursuant to the QSSP Offering. The Agents were paid a cash commission equal to 8% of the gross proceeds raised directly by the Agents, for commissions of $48,000 (the "Agent's Commissions"). In addition, the Agents were granted agent's options to purchase 160,000 Common Shares at a price at of $0.30 per Common Share for a period of 24 months from the date the Common Shares are listed on the TSX Venture.

It is intended that the net proceeds from the QSSP Offering and the Subscription Receipts Offering will be used by Amalco to: launch new products; acquire commercial product rights; pay expenses incurred in connection with the Qualifying Transaction and QSSP Offering; and for general working capital requirements.

The Qualifying Transaction and QSSP Offering are subject to the approval of the TSX Venture and all other necessary regulatory approvals.

About Pediapharm

Pediapharm is the only private Canadian specialty pharmaceutical company, dedicated to serving the needs of the pediatric community. Its mission is to bring to the Canadian market the latest innovative pediatric products with the objective to improve the health and the well-being of children in Canada. Since its debut in 2008, Pediapharm has entered into numerous commercial agreements with partners from Canada and other countries around the world.

As indicated above, completion of the Qualifying Transaction and QSSP Offering are subject to TSX Venture approval. There can be no assurance that the Qualifying Transaction or the QSSP Offering will be approved by the TSX Venture.

Investors are cautioned that, except as disclosed in the information circular of Chelsea prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Chelsea or Pediapharm should be considered highly speculative.

The TSX Venture has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this press release.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning: the receipt of TSX Venture approval of the Qualifying Transaction, the receipt of TSX Venture approval of the QSSP Offering, and the use of proceeds by Amalco of the QSSP Offering. The forward-looking statements are based on certain key expectations and assumptions made by Chelsea and Pediapharm including the timing of receipt of required TSX Venture approvals.

Although Chelsea and Pediapharm believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the required TSX Venture approvals are not obtained on terms satisfactory to the parties or at all.

The forward-looking statements contained in this press release are made as of the date hereof and neither Chelsea nor Pediapharm undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Contact Information

  • Chelsea Acquisition Corporation
    Douglas Stuve
    Director
    (403) 234-3337

    Pediapharm Inc.
    Sylvain Chretien
    Chief Executive Officer
    (514) 239-7966