Berkeley Capital Corp. II Completes Qualifying Transaction and Announces Distribution to Shareholders and Dissolution
2009年6月6日 - 9:50AM
Marketwired
Berkeley Capital Corp. II ("Berkeley") (TSX VENTURE: BIZ.P), a
capital pool company, is pleased to announce the completion today
of its previously announced Qualifying Transaction with Med BioGene
Inc. ("Med BioGene"), subject to receipt of final approval from the
TSX Venture Exchange. Pursuant to the Qualifying Transaction,
Berkeley completed a private placement investment into Med BioGene
of all of its available cash reserves after payment of expenses
related to the Qualifying Transaction, consisting of $620,600. The
Company waived the condition to closing requiring that there be an
aggregate of $650,000 in Med BioGene units included in the private
placement, other than those being purchased by the Company. As of
today, Med BioGene has closed on an aggregate of $1,233,879 of
units in the private placement and has firm indications for
additional investments, which together with the investments closed
today, is expected to exceed the minimum $1,300,000. Med BioGene
intends to complete the sale and issuance of such additional units
of Med BioGene as promptly as possible.
The Qualifying Transaction remains subject to Berkeley filing
final documentation with the TSX Venture Exchange.
The approval of a majority of the minority of the Berkeley
shareholders for the Qualifying Transaction was obtained at the
annual and special meeting of shareholders of Berkeley held today.
In connection with the approval of the Qualifying Transaction, the
shareholders of Berkeley also approved the reduction of stated
capital and return of capital by Berkeley ratably among the
shareholders according to their rights and interest in Berkeley and
the voluntary dissolution of Berkeley.
Concurrently with the completion of the private placement
investment into Med BioGene, Berkeley has distributed all of the
securities underlying the units of Med BioGene purchased in the
private placement to the shareholders of Berkeley of record as of
May 11, 2009. As a result, each shareholder of record will receive
from Med BioGene's transfer agent approximately 0.7052 of a common
share of Med BioGene and approximately 0.3526 of a warrant for each
common share of Berkeley held by them. Each whole warrant entitles
the holder thereof to purchase one additional Med BioGene common
share at a price of $0.10 for a period of 24 months from today. All
such securities of Med BioGene are subject to a four-month hold
period.
The common shares of Berkeley will remain halted pending final
TSX Venture Exchange approval of the Qualifying Transaction and the
issuance by the TSX Venture Exchange of a Final Exchange Bulletin.
Upon final approval, Berkeley will be de-listed and dissolved and
all outstanding equity rights in Berkeley will be cancelled. Any
securities of Med BioGene distributed to shareholders of Berkeley
whose Berkeley securities have been held in escrow will also be
held in escrow under the same terms and conditions as such Berkeley
securities.
Additional details regarding the Qualifying Transaction, return
of capital to the shareholders and the dissolution are available in
the management information circular of Berkeley dated May 11, 2009,
which has been filed with the TSX Venture Exchange and is available
on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-looking Statements
This news release contains forward-looking statements that
involve risks and uncertainties that could cause the results of
Berkeley to differ materially from management's current
expectations. Actual results may differ materially due to a number
of factors including, among others: the sale and issuance of
additional Med BioGene units in the private placement, the timing
of the return of capital to the shareholders and the dissolution of
Berkeley. The matters discussed in this news release also involve
risks and uncertainties described in Berkeley's documents filed
from time to time with the Canadian securities regulatory
authorities. Berkeley assumes no obligation to update the
forward-looking information contained in this new release.
THE TSX VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Contacts: Berkeley Capital Corp. II Kevin K. Rooney a director
of Berkeley (415) 794-2472
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