SciVac Therapeutics Inc.

SciVac Therapeutics Inc.

July 09, 2015 09:25 ET

SciVac Announces the Completion of Reverse Takeover Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 9, 2015) - SciVac Therapeutics Inc. (the "Company", formerly Levon Resources Ltd.) ("Levon") is pleased to announce the completion of the previously announced plan of arrangement (the "Transaction") pursuant to which SciVac Ltd. ("SciVac") completed a reverse takeover of Levon. In connection with the Transaction, the Company acquired 100% of the issued and outstanding securities of SciVac in exchange for 517,514,016 common shares (the "Common Shares") of the Company, resulting in the former SciVac securityholders holding 68.4% of the issued and outstanding Common Shares and the Levon shareholders immediately prior to the effective time of the Transaction controlling the remaining 31.6%. On completion of the Transaction, the Company changed its name from Levon Resources Ltd. to SciVac Therapeutics Inc.

At the closing of the Transaction, all holders of common shares of Levon immediately prior to the effective time of the Transaction received, in addition to one Common Share, 0.5 of a common share of 1027949 BC Ltd. ("Spinco") in exchange for each common share of Levon held by them. Other than CAD$27 million in cash retained by the Company, all other assets and liabilities of Levon were transferred or assumed by Spinco. As a result of the Transaction, the Company will operate the business of SciVac.

The Transaction has been granted conditional approval by the Toronto Stock Exchange (the "TSX"). The Common Shares are expected to commence trading on the TSX under the ticker symbol "VAC" at the commencement of trading on July 14, 2015. The Company also expects the Common Shares to be quoted on the OTCQX under the symbol "SVAC".

The Supreme Court of British Columbia issued a final order approving the Transaction on June 4, 2015 and the Transaction became effective at 12:01 a.m. on July 9, 2015 (the "Effective Time").

The Company's previous management team resigned at or about the Effective Time, and the following persons assumed the following offices: Curtis A. Lockshin - Chief Executive Officer; James J. Martin - Chief Financial Officer; Steven D. Rubin - Chairman; and Shayla Forster - Corporate Secretary.

The previous members of the board of directors of the Company resigned at or about the Effective Time and were replaced by the following individuals: Steven D. Rubin (Chairman); Curtis A. Lockshin; Dmitry Genkin; Kate Inman; Adam Logal; and David Rector. In accordance with the conditional approval of the TSX, the Company will appoint an additional independent director within 90 days following the listing of the Common Shares on the TSX.

Additional Information

For details of the Transaction, please see Levon's management information circular dated May 1, 2015 filed on the Company's profile on SEDAR at www.sedar.com (the "Circular").

About SciVac Therapeutics Inc.

SciVac Therapeutics Inc., headquartered in Rehovot Israel, is in the business of developing, producing and marketing biological products for human healthcare. The Company's flagship product, Sci‐B‐Vac™, is a recombinant 3rd generation hepatitis B vaccine. The Company also has in-licensed an early-stage enzyme-based product designated S-Graft, which is a recombinant human deoxyribonuclease I, a repurposed biological therapeutic intended for the prevention and treatment of graft-versus-host disease (GVHD). The Company also offers contract development and manufacturing services to the life sciences and biotechnology markets.

Cautionary Statement on Forward-looking Information

Certain statements in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the expected benefits of the Transaction, the receipt of any regulatory approvals for the transaction and the commencement of trading of the Common Shares on the TSX are forward-looking statements that involve various risks and uncertainties.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Many such known risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: the risk that the Transaction will not receive final approval by the TSX; risks and uncertainties related to the Common Shares not commencing trading on the TSX within the time frame anticipated by the Company or at all; risks related to the Common Shares being quoted on the OTCQX; the Company's limited operating history and uncertainty surrounding future profitability; general economic and business conditions in Canada, Israel, and the other regions in which the Company operates; technological changes that could impact the Company's existing products or its ability to develop and commercialize future products; existing governmental legislation and regulations and changes in, or the failure to comply with, governmental legislation and regulations; political, economic and military instability in Israel; and any other factors described in detail in the Circular. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on the Company's current expectations and it undertakes no obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.

ON BEHALF OF THE BOARD

Curtis A. Lockshin, Chief Executive Officer

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX), the Frankfurt Stock Exchange nor the OTCQX accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • SciVac Therapeutics Inc.
    Curtis A. Lockshin
    Chief Executive Officer
    972-8-9480-661