BURNABY, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwire - Sept. 19, 2012) - Lifebank Corp. (TSX VENTURE:LBK) and Insception Biosciences Inc announce today that, in accordance with the offer made by Insception for all of the outstanding common shares in the capital of Lifebank, including all common shares that may be issued on the exercise of options granted under Lifebank's stock option plan, the exact offered consideration will be $0.495 in cash per share, assuming that the common shares deposited pursuant to the offer are first taken up by Insception when the offer expires at 5:00 p.m. (Vancouver time) on Tuesday, September 25, 2012.
On August 20, 2012, Insception offered to purchase all of the outstanding common shares in the capital of Lifebank. Pursuant to the offer, the offered consideration is $0.48 in cash per Common share, plus or minus $0.005 per common share for each $56,500 increment that the sum of Lifebank's cash or cash equivalents on hand five business days prior to the expiry date of the offer (plus proceeds from the exercise of outstanding stock options less unpaid expenses related to the offer) is greater than $2,028,249.99 or less than $1,971,750.01, as applicable. Based on the cash and cash equivalents on hand as of September 18, 2012, the exact offered consideration has been determined to be $0.495 per share, which represents a 519% premium to Lifebank's average trading price on the TSX Venture Exchange for the 20 trading days ended August 9, 2012, the last trading day before the announcement of Insception's intention to make the offer.
Full particulars of the offer are set out in the offer and circular filed by Insception and the directors' circular filed by Lifebank. These documents are available on Lifebank's company profile on SEDAR at www.sedar.com, and on Lifebank's website at www.Lifebank.com.
Started in 1996, Lifebank is a leading national company in the biomedical field based at the British Columbia Institute of Technology campus in Burnaby. Lifebank provides processing and cryogenic storage of umbilical cord blood stem cells for families in Canada and worldwide. With proven quality systems, Lifebank provides informed parents with the comfort that their children's cord blood stem cells are processed and stored by an experienced, professional and dedicated organization. Lifebank's website can be found at www.lifebank.com.
Insception is the largest cord blood program in Canada, with over 39,000 cord blood units banked. Insception is a private company owned by Argosy Partners, Mount Sinai Hospital, management and its scientific founders. By continuing to partner with leading Canadian medical facilities such as Toronto's Mount Sinai Hospital, the Insception Cord Blood Program is able to provide every Canadian family with security, state of the art processing and storage, financial stability and long term professional governance. For more information, visit www.insception.com.
Certain statements made herein are forward-looking statements that involve risks and uncertainties. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "expects", "expected", "scheduled", "estimates", "intends", "anticipates", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements reflect Lifebank's and Insceptions's best judgment based on current information, factors and assumptions, and although the parties base these statements on circumstances that they believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance or actions, and actual performance and actions may vary materially from the actions and expectations discussed in this press release.
Each of Lifebank and Insception disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Lifebank. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Insception has filed an offer and take-over bid circular and Lifebank has filed a directors' circular with Canadian provincial securities regulators. Investors and security holders are urged to read the offer and take-over bid circular and directors' circular regarding the proposed transaction referred to in these documents because they contain important information. Investors may obtain a free copy of the offer and take-over bid circular, directors' circular and other documents filed by Insception and Lifebank with the Canadian provincial securities regulators on Lifebank's company profile on SEDAR at www.sedar.com.
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 or accuracy of this release.