Foccini International Inc.
TSX VENTURE : FOI

June 08, 2009 11:07 ET

Foccini Announces Conditional Agreement to Sell Austrian Operations

TORONTO, ONTARIO--(Marketwire - June 8, 2009) - Foccini International Inc. ("Foccini" or the "Company")(TSX VENTURE:FOI) announces today that it has successfully concluded its previously announced negotiations to sell its 100% stake in its operating subsidiary, Foccini Trade GmbH ("FT Sub") to its founder and current Chief Executive Officer, Christian Jagerhofer, by entering into a conditional share purchase agreement with Mr. Jagerhofer (the "Proposed Disposition Transaction").

Completion of the Proposed Disposition Transaction will fulfill one of the conditions that will permit Foccini to exercise its option to purchase all the outstanding shares of Arch Biotech Inc. as previously disclosed in a press release issued May 6, 2009.

Disinterested shareholder approval of the Proposed Disposition Transaction is being sought at the Company's upcoming annual and special meeting of shareholders scheduled for 11:00 am, June 29, 2009 at the National Club, 303 Bay Street, Toronto, Ontario (the "Meeting"). If the Proposed Disposition Transaction is approved, Mr. Jagerhofer will immediately resign his positions as a director and as Chief Executive Officer of the Company.

In connection with the Proposed Disposition Transaction, Mr. Jagerhofer will tender 1,000,000 Foccini common shares for cancellation and concurrently release and indemnify Foccini in connection with all liabilities relating to past and future operations of the FT Sub. All intercompany balances between Foccini and the FT Sub, including any outstanding entries between Foccini and Mr. Jagerfhofer, will be written down to zero.

Further information concerning the Proposed Disposition Transaction is available in the Company's Management Information Circular prepared in connection with the Meeting and can be viewed under the Company's profile at www.SEDAR.com. Completion of the Proposed Disposition Transaction is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions.

For more information on the business operations of the FT Sub please refer to Foccini's 2008 audited annual financial statements, first quarter 2009 financial statements and Management's Discussion and Analysis also available under the Company's profile at www.SEDAR.com.

Non Arm's Length Parties

Christian Jagerhofer, the person to whom the 100% stake in the FT Sub is to be sold, is the current Chief Executive Officer of the Company and is also a director of Foccini. As such, Mr. Jagerhofer is considered to be a non-arm's length party, and as a result, the Proposed Disposition Transaction is considered to be a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). However, the Proposed Disposition Transaction does not exceed 25% of the Company's market capitalization and is therefore exempt from the formal valuation approval requirements of MI 61-101. Nevertheless, the disposition of the FT Sub is a non-arm's length transaction pursuant to the policies of the TSX Venture Exchange, and as such, disinterested shareholder approval for the Proposed Disposition Transaction is being sought at the Meeting.

Completion of the Proposed Disposition 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 prepared in connection with the Meeting, any information released or received with respect to the Proposed Disposition Transaction 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.

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