BCY LifeSciences Inc. Signs Letter of Intent regarding Proposed Business Combination with Pipex Therapeutics, Inc.

25-Oct-2005

BCY LifeSciences Inc. ("BCY") announced that it has entered into a letter of intent to negotiate a business combination with Pipex Therapeutics, Inc. ("Pipex"), a privately-held biopharmaceutical company.

Pursuant to the letter of intent, BCY has agreed to enter into exclusive discussions to negotiate terms of definitive agreements pursuant to which a business combination may be effected between BCY and Pipex. If those negotiations are successful and definitive agreements are approved by the board of directors of BCY and Pipex, the proposed business combination will be submitted to shareholders of BCY for their consideration and approval. BCY can give no assurances that those negotiations will be successful.

Pipex has agreed to provide BCY with a $50,000 bridge loan, payable in four monthly instalments. The terms of the proposed business combination have not yet been finally determined. Management of BCY advises shareholders that the proposed business combination will constitute a "Reverse Take Over" for the purposes of TSX Venture Exchange policies and will result in current BCY shareholders holding a minority position in the combined entity.

Consummation of the business combination is subject to each of Pipex and BCY being satisfied with the results of its due diligence investigation and would be subject to satisfaction of conditions standard for such transactions.

BCY and Pipex negotiated the letter of intent on an arm's-length basis, and would also negotiate on an arm's length basis any definitive agreements for the proposed business combination.

https://www.bionity.com/en/news/49732/bcy-lifesciences-inc-signs-letter-of-intent-regarding-proposed-business-combination-with-pipex-therapeutics-inc.html