Foccini International Inc.
TSX VENTURE : FOI

May 06, 2009 16:55 ET

Foccini Acquires Option to Purchase Arch Biotech Inc.

TORONTO, ONTARIO--(Marketwire - May 6, 2009) - Foccini International Inc. ("Foccini" or the "Company") (TSX VENTURE:FOI) announces it has acquired an option to purchase 100% ownership of Arch Biotech Inc. ("Arch"), a company specializing in biomedical technology and drug development. The option expires on December 1, 2009.

In the event Foccini exercises its option to acquire Arch, Foccini will immediately notify the TSXV it is pursuing a Change of Business Application (the "Transaction") pursuant to TSXV Policy 5.2 "Changes of Business and Reverse Takeovers". The final closing of the acquisition of Arch will depend on the TSXV approval of the Transaction.

About Arch Biotech

Arch has been established to acquire biomedical technology with commercial potential and oversee its development until it can be sold or licensed to suitable marketing partners.

Arch is a private Ontario corporation owned by: Mr. Jerome McElroy, co founder of several biotech companies including MDS Health Services and Helix Bio Pharma; Dr. Richard Rossman and Mr. Conor Gunne, who also served on the Helix board from 1995 to 2007; University of Calgary based scientists Dr. Daniel Muruve, Dr. Paul Beck and Dr. Justin MacDonald and Richard Muruve, a current director of Foccini.

Terms of the Option to Acquire Arch

Foccini has agreed to pay $10,000 to Arch Biotech as consideration for the option. Under the terms of the option, Foccini has agreed to dispose of its merchandising operations before it acquires Arch. To complete the acquisition of Arch, Foccini has also agreed to raise $5Million by way of a private placement. The proceeds will be used for funding drug development conducted by Arch and general and administrative expenses.

If the option is exercised, Foccini will issue a total of 14,200,000 common shares to the owners of Arch to complete the transaction. There will be no other consideration paid for the purchase of Arch Biotech Inc. These shares will be issued at a deemed price of $0.05 per share for a total value of $710,000.

About Foccini's current Merchandising Business

Foccini Trade GmbH ("FT"), based in Austria, is a merchandising, design and advertising company 100% owned by Foccini. FT focuses on strengthening the brands of corporate clients.

Foccini will be required to sell its entire stake in FT in the event it exercises the option to acquire Arch. Terms of the sale of Foccini Trade will be disclosed once the sale is negotiated and completed.

For more information on FT's business operations, please refer to Foccini's most recent Management Discussion and Analysis which was filed on April 30, 2009 at www.SEDAR.com.

Non Arm's Length Parties

Richard Muruve is both a director of Foccini International and a director of Arch Biotech Inc. He owns over 10% of Foccini's common shares outstanding. He is a minor shareholder of Arch Biotech and brother of Dr. Daniel Muruve, one of the owners of Arch. Subject to securities regulations, Mr. Richard Muruve will be abstaining from the possible shareholder vote regarding the approval of Foccini's acquisition of Arch.

Foccini currently has 27,321,179 common shares issued and outstanding.

There can be no assurance Foccini will exercise the option to acquire Arch. If the option is exercised, 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 a Management Information Circular to be prepared in connection with the potential Transaction, any information released or received with respect to the Change of Business 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.

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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this release.

Contact Information

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