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FOR IMMEDIATE RELEASE
MedMira Completes Acquisition of SensorChem
Halifax, Nova Scotia, February 23, 2006
– MedMira Inc., (“MedMira”) (TSX Venture: MIR,
NASDAQ: MMIRF) the global market leader in premium rapid diagnostic solutions,
announced today that it has closed the transaction to acquire SensorChem International
Corp. (“SensorChem”), that was announced on December 15, 2005.
“We are very excited about the completion of the SensorChem acquisition,” said
Stephen Sham, chairman and CEO, MedMira. “Our new division, Maple BioSciences,
will focus on the commercialization of the breakthrough technologies developed by
SensorChem, bringing to market a new product line and further strengthening
MedMira’s world class suite of diagnostic products.”
Under the terms of the acquisition agreement, MedMira has acquired all of the
outstanding common shares of SensorChem, and retired $1,374,129 in SensorChem debt
and preferred share interests for total consideration of $2,063,729. As consideration for
the transaction, including the debt retirement, MedMira has issued 2,948,184 common
shares at a price of $0.70, including 409,973 common shares to a director of MedMira.
Under the terms of the acquisition agreement, certain shareholders have agreed to
trading restrictions where 2,373,042 of the shares issued cannot be traded for 180 days
from the date of closing and 470,000 shares will be restricted from trading for up to 3
years from the date of closing.
This transaction was subject to the provisions of National Instrument 61-501. Certain
aspects of the National Instrument that apply to "related party" transactions were not
applicable. The Company relied on certain exemptions from this National Instrument,
specifically an exemption from the valuation requirement in Section 5.4, by virtue of
Paragraph 5.5(2), and an exemption from the minority shareholder approval
requirement in Section 5.6, by virtue of Paragraph 5.7(2). In both cases the Company
qualifies for an exemption as this transaction represents less than 25% of the market
capitalization of MedMira. In addition, the transaction was subject to the review and
approval of the Board of Directors without the participation of the director of the
Company who was a related party of SensorChem.
About MedMira
MedMira is the leading global manufacturer and marketer of in vitro flow-through rapid
diagnostic tests. MedMira’s tests provide reliable, rapid diagnosis in just 3 minutes for the
detection of human antibodies in human serum, plasma or whole blood for diseases such as HIV
and hepatitis C. The United States FDA and the SFDA in the People’s Republic of China have
approved MedMira’s
Reveal
™ G2 and MiraWell® rapid HIV tests, respectively.
-moreMedMira’s
Reveal
® G2 and MiraWell® rapid HIV tests are currently used in clinical laboratories,
hospitals, and clinics where professional counselling and patient treatment are immediately
available.
The MiraCare™ Rapid HIV Antibody Test, MedMira’s over-the-counter (OTC) product, is
available in pharmacies throughout Hong Kong and Macao Special Administrative Regions, in
the People’s Republic of China.
MedMira delivers rapid diagnostic solutions to healthcare communities around the globe. Its
corporate offices and manufacturing facilities are located in Halifax, Nova Scotia, Canada with a
representative office in Guilin, China.
This news release contains forward-looking statements, which involve risk and uncertainties and reflect the
company’s current expectation regarding future events. Actual events could materially differ from those
projected herein and depend on a number of factors including, but not limited to, changing market
conditions, successful and timely completion of clinical studies, uncertainties related to the regulatory
approval process, establishment of corporate alliances and other risks detailed from time to time in the
company quarterly filings.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or
accuracy of this statement.
For more information visit MedMira’s website at
www.medmira.com
.
-30-
Contacts:
Dr. James Smith Andrea Young
Investor Relations Corporate Communications
Tel: 902-450-1588 Tel. 902-450-1588
E-mail:
ayoung@medmira.com