CST Bulletin: Consolidation – ScreenPro Security Inc.
The estimated breast cancer screening market breakdown is below:
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According to the World Health Organization, the most common type of cancer incident in the United States is breast cancer, with an estimated 234,087 breast cancer cases and 41,904 deaths in 2018. Additionally, the American Cancer Society estimated that there were approximately 276,480 new cases in the United States for 2020.
Add Biomedical’s future expansion plans in veterinary diagnostics represent another big opportunity as the global veterinary diagnostics market size was valued at USD 4.4 billion in 2018 and is expected to reach USD 9.5 billion by 2026, showing a CAGR of 10.0% over the forecast period. .
Add Biomedical is working towards full commercialization of its products in North America. Thanks to ScreenPro’s strong relationships in the distribution and logistics sector, the commercialization process should be accelerated. Further details will be announced at a later date.
“Add Biomedical is a strategic acquisition and expands ScreenPro’s offerings in the screening/detection industry. Additionally, Add Biomedical is financially secure with over $1,000,000 in cash to aid its operations. Additionally, the injection of working capital will also help the Company accelerate its expansion and growth plans for this year. The possibility of using Add Biomedical’s technology in other sectors such as animal health represents a great opportunity for ScreenPro and its shareholders. We are delighted with the addition of Add Biomedical.” – Lena Kozovski, CEO.
Terms of trade:
The proposed acquisition is structured as a stock acquisition. The Company will acquire 100% of the securities of Target and the closing of the proposed acquisition is subject to customary terms and conditions, including, but not limited to:
The Company will acquire the shares of Target for an aggregate purchase price of C$5 million (the “Buying price”). The purchase price will be satisfied by the issuance of units (the “Matching units“) the company.
Each Consideration Unit will consist of one common share (one “Counterpart share”) issued at a deemed price of $0.15, and one common share purchase warrant (one “Consideration Mandate”) exercisable at $0.20 for a period of two years from the closing date.
Issuance of Counterparty Units will be subject to receipt of regulatory approvals and may be subject to statutory hold periods.
The Agreement contains customary representations, warranties, covenants, conditions and termination rights, and other customary information pursuant to applicable corporate and securities laws.
The Board of Directors and the shareholders of the Company, if necessary, approving the Agreement and the issuance of the Consideration Units in exchange for the Target Shares.
Receipt of approval from the Canaan Securities Exchange (the “CST”) for the proposed acquisition and issuance of the Consideration Units.
Reverse stock split
Following press releases from ScreenPro Security dated March 5, March 16 and October 29, 2021, its Board of Directors has decided to consolidate its issued and outstanding common shares (” Ordinary actions “) on the basis of ten (10) pre-consolidation ordinary shares for one post-consolidation ordinary share (the “Consolidation”).
The Company currently has 416,389,396 common shares issued and outstanding. Following the combination, the Company will have approximately 41,638,940 common shares outstanding. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional Common Shares that would otherwise have been issued will be rounded down to the nearest whole number, in accordance with Business Corporations Act (Ontario).
The shareholders of the Company approved, at the annual and special meeting of shareholders of the Company on March 15, 2021, the consolidation of the common shares of the Company at a ratio of up to one (1) post-consolidation share for each fifteen (15) pre-consolidation shares, and further authorized the directors of the Company to set the consolidation ratio.
The change in the number of issued and outstanding common shares resulting from the combination will not materially affect a shareholder’s percentage ownership of the Company, although such ownership will be represented by a lower number of common shares. .
The Company’s shares will begin trading on the CSE on a post-consolidation basis on February 24, 2022, under new CUSIP number 81100U201. The exercise or conversion price and the number of shares issuable under any of the Company’s outstanding convertible securities will be adjusted proportionately upon consolidation. The name of the Company will remain unchanged.
Completion of the Combination is subject to, among other things, the approval of the Canadian Securities Exchange.
Lena Kozovski, CEO of ScreenPro, said: “The consolidation of the company’s shares will allow ScreenPro to attract increased investor interest and therefore broaden the investor base and better enable the company to achieve fair value in the capital markets..”
About Screen Pro
ScreenPro provides turnkey coronavirus screening solutions to the private sector, including testing, tracking and tracing software. ScreenPro’s unique access to several high-quality test kit manufacturers and its strategic partnership with Canvas Labs in Vancouver and Integrated Explorations in Ontario. This platform enables ScreenPro to be a full-service national testing solutions provider across Canada.
For more information about ScreenPro and other company information, please visit the company’s website at www.screenprosecurity.com.
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
For more information, please contact:
Lena Kozovski, CEO
Email: [email protected]
Certain statements in this press release may constitute forward-looking information, including statements relating to expectations regarding the proposed acquisition of Add Biomedical Inc, the consolidation of the company’s stock and the future development of ScreenPro’s business. Forward-looking information is often, but not always, identified with words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “will”. intention to”, “should”, and other expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. ScreenPro’s actual results could differ materially from those anticipated in this forward-looking information due to regulatory decisions, competitive factors in the industries in which ScreenPro operates, prevailing economic conditions, changes in ScreenPro’s strategic growth plans and other factors, many of which are beyond ScreenPro’s control. ScreenPro’s management believes that the expectations reflected in the forward-looking information presented herein are reasonable, but no assurance can be given that such expectations will prove to be correct and such forward-looking information should not be relied upon unduly. Any forward-looking information contained in this press release represents ScreenPro’s expectations as of the date hereof and is subject to change after such date. ScreenPro disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/114505