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2003 SEP 4 - (NewsRx.com & NewsRx.net) -- Corgenix Medical Corporation (CONX) announced that it has signed a letter of intent to merge with Genesis Bioventures, Inc., (GBI) a biomedical development company focused on the development of diagnostic tests, including GBI's patented Mammastatin Serum Assay (MSA) for breast cancer risk assessment and diagnostic tests to detect mad cow disease in cattle, as well as prion disease in human blood.
Under the terms of the letter of intent, Genesis will issue 14 million GBI shares in exchange for 100% of Corgenix outstanding shares in a transaction valued at approximately $8,000,000 (based on GBI's closing stock price on August 4, 2003). The terms of the letter of intent also provide that Corgenix's current management team will assume the responsibility of managing the combined entity, which will continue to be known as Genesis Bioventures, Inc., and will be headquartered in Westminster, Colorado, Corgenix's current corporate headquarters.
The parties are seeking to complete a definitive agreement on or before October 31, 2003, and to close the transaction by no later than January 31, 2004.
The proposed merger is subject to the satisfaction of a number of contingencies, including satisfactory due diligence investigations by each company, negotiation and execution of mutually acceptable definitive merger documentation, approval by both company's boards of directors and shareholders, and customary closing conditions. The merger is subject to GBI advancing to Corgenix $500,000 out of an equity capital raise of at least $3,000,000 by September 30, 2003, as a condition to signing a definitive merger agreement.
Under the terms of the letter of intent, GBI and Corgenix have agreed to raise a minimum of $3,000,000 of additional capital by January 31, 2004 to provide the combined companies with sufficient funding with which to continue to develop and further commercialize their respective technologies and product lines. The foregoing amounts of these provisions may be waived at the discretion of GBI and Corgenix.
The merged companies intend to focus on the continued development and worldwide commercialization of GBI's Mammastatin Serum Assay, breast cancer risk assessment product, as well as the further expansion of Corgenix's innovative immunoassays for the clinical assessment of coagulation, vascular, liver, and autoimmune diseases.
Greg McCartney, chairman and CEO of Genesis Bioventures and who, ...
Source: HighBeam Research, Letter of intent signed for merger with diagnostics company.