BEVERLY, MA and TORONTO, ON--(Marketwired - Sep 29, 2016) - Hamilton Thorne Ltd. (TSX VENTURE: HTL), a leading provider of precision instruments, consumables, software and services to the Assisted Reproductive Technologies (ART) and developmental biology research markets announced today that is has reached an agreement to amend (the "Debenture Amendments") its $300,000 unsecured subordinated debentures (the "Debentures") dated August 29, 2012 to extend the maturity date of the Debentures from October 1, 2016 to October 1, 2017. All other terms and conditions of the Debentures, as amended, were ratified and confirmed.
"We are pleased with the confidence and support shown by two of our major investors in extending these Debentures," said Michael Bruns, Chief Financial Officer of Hamilton Thorne Ltd. "These changes allow us to dedicate our cash to activities that will continue to grow our business."
Related Party Transactions
As both Debenture holders are insiders of the Company, the Debenture Amendments constitute a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement of MI 61-101 in connection with this amendment in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority approval in connection with the Debenture Amendments in reliance on section 5.7(1)(b) of MI 61-101, as, in addition to the foregoing, (i) neither the fair market value of the Debentures nor the consideration received in respect thereof from insiders exceeds $2.5 million, (ii) the Company has one or more independent directors in respect of the Debenture Amendments who are not employees of the Company, and (ii) all of the independent directors have approved the Debenture Amendments.
A material change report in respect of the Debenture Amendments will be released less than 21 days before the effective date of the Debenture Amendments as the final details of the Debenture Amendments were not settled until shortly prior to the date of this news release.
About Hamilton Thorne Ltd. (www.hamiltonthorne.com)
Hamilton Thorne is a leading world-wide provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART) and developmental biology research markets. Hamilton Thorne's laser products attach to standard inverted microscopes and operate as micro-surgical devices, enabling a wide array of scientific applications and In Vitro Fertilization (IVF) procedures. Its image analysis systems are designed to bring quality, efficiency and reliability to studies of reproductive cells in the human fertility, animal sciences and reproductive toxicology fields. Hamilton Thorne's standardized toxicology assays and quality control testing services help to improve outcomes in human IVF clinics. Hamilton Thorne's growing worldwide customer base consists of pharmaceutical companies, biotechnology companies, fertility clinics, university research centers, animal breeding companies, and other commercial and academic research establishments, including Harvard, MIT, Yale, McGill, Oxford, Cambridge, the Smithsonian Institution, Charles River Labs, Covance, ABS Global, Sexing Technologies, Merck, Cook Medical, Novartis, Pfizer, and Dow Chemical.
Neither the Toronto Venture Exchange, nor its regulation services provider (as that term is defined in the policies of the exchange), accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.