Neovia S.A.S and Epicore BioNetworks have entered into an agreement dated October 13, 2017 in which Neovia is set to acquire all of the issued and outstanding shares of Epicore on a fully- diluted basis for a price per share Canadian Dollar 1.30 ($1.02) approximately valuing Epicore at Canadian Dollar $35.6 million ($27.89 million) representing a premium of Epicore shares to 25%.
To be carried out by Plan of Arrangement under the Business Corporations Act (Alberta) and subjected to various customary conditions including the approval by Epicore shareholders holding a minimum of 66⅔% of the Epicore common shares voted in person or by proxy at a meeting of the Epicore shareholders to be held on or about December 13, 2017.
The Board of Directors of Epicore has unanimously approved the entering of the Arrangement Agreement and will unanimously recommend that Epicore shareholders vote in favor of the transaction. If the deal goes through, the shares of Epicore will be delisted from the TSX Venture Exchange.
According to William Long, CEO of Epicore:
“The Board of Epicore recognized that the Neovia offer represents a significant premium to the current share price which, even with the growth expected from Epicore, provides a greater return on shareholder value than possible via organic growth.”
The acquisition will provide Neovia a probiotic manufacturing and technical organization that has a strong presence in Latin America. Synergies are expected in the areas of R&D, global reach and marketing and expansion of Epicore technologies into new markets and species. However if the contract is breached by Epicore, the break fee is Canadian Dollars 1.43 million ($1.12 million). The transaction is expected to be completed in 2017.
About Neovia S.A.S
Provider of road maintenance and renovation services, Neovia S.A.S offers renovation of concrete slab joints, repair of runway lighting, rubber removal, crack sealing, concrete pavement maintenance, bleeding treatment and friction measurement services.
About Epicore Bionetworks
Developer and manufacturer of biotechnology, biochemical and nutrition products, Epicore Bionetworks Inc. also has markets specialty of those products. These products are used in aquaculture, agriculture, waste water treatment, bioremediation and cleaning industries worldwide.