This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
MONTREAL, Oct. 22, 2018 (GLOBE NEWSWIRE) -- On October 11, 2018, 9346-4626 Québec Inc., operating as Transican ("Transican"), acquired (the "Acquisition") 5,882,352 subscription receipts ("Unit Subscription Receipts") convertible into units ("Units") of Pediapharm Inc. (the "Corporation") (TSX-V: PDP), with such Units being comprised of one (1) common share of Pediapharm ("Common Share") and one half (1/2) of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), pursuant to a private placement offering (the "Offering") by the Corporation of a combination of Unit Subscription Receipts and subscription receipts exchangeable for convertible debentures of the Corporation ("Debenture Subscription Receipts" and, together with the Unit Subscription Receipts, the "Subscription Receipts"). The price was $0.34 per Unit Subscription Receipt, for total consideration of $2,000,000. Transican is a private company controlled by Mr. Gerard Leduc.
The Subscription Receipts were issued pursuant to, and were governed under the terms and conditions of, a subscription receipt agreement (the "Subscription Receipt Agreement") dated October 11, 2018 among the Corporation, Goodwood Inc., Cormark Securities Inc., Mackie Research Capital Corporation and Computershare Trust Company of Canada. The terms and conditions of the Subscription Receipt Agreement provided that the Subscription Receipts would automatically convert upon the satisfaction of certain escrow release conditions (the "Escrow Release Conditions") set out in the Subscription Receipt Agreement. The Escrow Release Conditions included, among other things: (i) the completion, satisfaction or waiver, as the case may be, of all conditions precedent (other than any condition precedent requiring the release of the proceeds of the Offering and interest thereon which are currently held in escrow pursuant to the Subscription Receipt Agreement (the "Escrowed Funds")) to the completion of the contemplated acquisition (the "Medac Acquisition") by the Corporation of all of the issued and outstanding shares of Medac Pharma, Inc. in exchange for consideration including Common Shares, Common Share purchase warrants and cash consideration; and (b) the completion, satisfaction or waiver, as the case may be, of all conditions precedent (other than any condition precedent requiring the release of the Escrowed Funds) to the completion of the contemplated acquisition (the "Medexus Acquisition" and, together with the Medac Acquisition, the "Transactions") by the Corporation of all of the issued and outstanding shares of Medexus Inc. in exchange for Common Shares.
On October 15, 2018, the Escrow Release Conditions were satisfied, and on October 16, 2018, the Subscription Receipts automatically converted into underlying securities and the Transactions were completed. Immediately prior to the Acquisition, Transican, together with Mr. Leduc, held 14,705,883 Common Shares, 7,473,941 Warrants and $200,000 aggregate principal amount of secured convertible debentures of the Corporation, representing 16.79% of the issued and outstanding Common Shares on a non-diluted basis and 25.82% of the issued and outstanding Common Shares on a partially-diluted basis (assuming only convertible securities held by Transican and Mr. Leduc are converted into Common Shares). Immediately following the issuance of Common Shares and Warrants pursuant to the conversion of the Unit Subscription Receipts issued pursuant to the Offering and the issuance of securities of the Corporation in connection with the completion of the Transactions, Transican, together with Mr. Leduc, held 20,588,235 Common Shares, 10,415,117 Warrants and $200,000 aggregate principal amount of secured convertible debentures of the Corporation, representing 9.31% of the then issued and outstanding Common Shares on a non-diluted basis and 14.22% of the issued and outstanding Common Shares on a partially-diluted basis (assuming only convertible securities held by Transican and Mr. Leduc are converted into Common Shares).
Transican acquired the Unit Subscription Receipts and underlying Common Shares and Warrants for investment purposes and intends to evaluate its holdings and may further increase or decrease its beneficial ownership of Common Shares or other securities of the Corporation depending on market conditions and as circumstances warrant.
An early warning report respecting the Acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Corporation's profile at www.sedar.com. To obtain a copy of the subject early warning report, please contact Mr. Gerard Leduc at (+33)631318483 or gerard.leduc@sctransition.com.
9346-4626 Québec Inc.
800, boul. René-Lévesque O
Montréal, QC H3B 1X9
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