PACEpartners, Inc.

TSX VENTURE : PIA.P


February 27, 2013 17:13 ET

PACEpartners Inc. Announces it has Obtained a Receipt for a Final Prospectus and Provides Update on Its Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Feb. 27, 2013) -

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

PACEpartners Inc. (TSX VENTURE:PIA.P) (PACEpartners) is pleased to announce that in connection with its acquisition of all of the issued and outstanding units of Vivione Biosciences, LLC (Vivione), which is intended to constitute PACEpartners' qualifying transaction (the Qualifying Transaction), it has obtained a receipt for a final long form prospectus dated February 25, 2013 filed with the securities commissions in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the Prospectus Offering).

Prospectus Offering

The Prospectus Offering will be for a minimum of 8,000,000 units and up to 24,000,000 units (collectively, the Offered Units) at a price of $0.25 per unit for total gross proceeds of a minimum of $2,000,000 and up to a maximum of $6,000,000.

Each Offered Unit consists of one Class A Common Share in the capital of PACEpartners and one half of one non-transferable Class A Common Share purchase warrant (each whole warrant, a Warrant). Each Warrant entitles the holder to purchase one Class A Common Share at an exercise price of $0.35 at any time prior to 4:30 p.m. (Calgary time) on the date that is 18 months following the closing date of the Prospectus Offering, subject to accelerated expiry in certain circumstances.

The Prospectus Offering is being conducted by Macquarie Private Wealth Inc. (Macquarie) on a "commercially reasonable efforts" agency basis. Upon the successful completion of the Prospectus Offering, Macquarie will receive a corporate finance fee, a cash commission equal to 8% of the gross proceeds of the Prospectus Offering and Macquarie and its designated sub-agents, if any, will be issued options to purchase Class A Common Shares equal to 8% of the Class A Common Shares placed by Macquarie at a price of $0.25 per share, exercisable for a period of 24 months from the date of the closing of the Prospectus Offering.

PACEpartners received conditional approval from the TSX Venture Exchange (TSXV) on February 22, 2013 to list on the TSXV the Class A Common Shares issued pursuant to the Offering, the Class A Common Shares issuable upon exercise of the Warrants and the Class A Common Shares to be issued in connection with the exercise of the options granted to the agents. Listing will be subject to the listing requirements of the TSXV.

The net proceeds of the Prospectus Offering will be used by the combined entity upon completion of the Qualifying Transaction (the Resulting Issuer), to pay costs associated with the Prospectus Offering and the Qualifying Transaction, to finance the business of the Resulting Issuer and for working capital and other corporate purposes.

Qualifying Transaction

PACEpartners also received conditional approval from the TSXV on February 22, 2013 for the Qualifying Transaction. Pursuant to a merger agreement, as amended (the Merger Agreement), PACE Merger Co., LLC, a wholly owned subsidiary of PACEpartners, will merge with Vivione, a private company incorporated under the laws of Arkansas, PACEpartners will acquire all of the units of Vivione and Vivione will become a wholly owned subsidiary of PACEpartners.

Pursuant to the Merger Agreement, each common unit and preferred unit of Vivione will be cancelled and converted automatically into the right to receive:

  • for each preferred unit held, 0.80 Class A Common Shares and 3.2 Class B Common Shares (which are non-voting) of PACEpartners; and

  • for each common unit, 32.83 Class A Common Shares and 131.33 Class B Common Shares (which are non-voting) of PACEpartners.

The Class A Common Shares and the Class B Common Shares will each be issued to holders of units of Vivione at a deemed price of $0.25 per share. The Qualifying Transaction will result in the issuance of an aggregate of 7,199,466 Class A Common Shares and 28,799,412 Class B Common Shares to unitholders of Vivione. Class B Common Shares are convertible at no additional cost into Class A Common Shares at the option of the holder on not less than 75 days notice. The Class B Common Shares will not be listed on the TSXV.

Closing of the Prospectus Offering is conditional upon the concurrent closing of the Qualifying Transaction.

Business of Resulting Issuer

The Resulting Issuer's will be centered on the commercialization of the RAPID-B diagnostic system, which is an integrated system of hardware, software and chemical reagents that tests bacteria in key environments. This technology could have potentially diverse applicability from food safety to clinical diagnostics, by identifying and quantifying microorganism levels more rapidly and with greater precision than currently employed techniques.

Trading Halt

At the request of PACEpartners, trading in its Class A Common Shares has been halted since May 8, 2012 and has not resumed as at the date of this press release. On May 7, 2012, the last trading day before trading was halted, the closing price on the TSXV of the Class A Common Shares was $0.20 per share. It is anticipated that upon completion of the Prospectus Offering and the Qualifying Transaction, the Class A Common Shares will resume trading.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Prospectus Offering, Qualifying Transaction and the business of the Resulting Issuer. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information due to, among other things, the parties not proceeding with the Prospectus Offering and the Qualifying Transaction, the ultimate terms of the Prospectus Offering and the Qualifying Transaction being different from those currently contemplated, the Prospectus Offering and Qualifying Transaction not being successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and stock exchanges) and the RAPID-B diagnostic system not being successfully commercialized.

The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of any offer to buy these securities in any jurisdiction.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • PACEpartners Inc.
    Chester Jachimiec
    Chief Financial Officer and Corporate Secretary
    (281) 488-6508

    Vivione Biosciences, LLC
    Kevin Kuykendall
    Chief Executive Officer
    (214) 886-5733