Pacgen Announces Proposed Acquisition by General Biologicals Corporation

VANCOUVER, British Columbia, July 07, 2020 (GLOBE NEWSWIRE) -- Pacgen Life Science Corporation (“Pacgen” or the “Company”) (TSX-V: PBS) announced today that it has reached a definitive agreement pursuant to which General Biologicals Corporation (“GBC”), a Taiwan-based diagnostic and pharmaceutical company, will acquire the issued and outstanding shares of Pacgen in an all cash transaction. 

The proposed transaction will be implemented by way of a court-approved plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). Under the Arrangement, all issued and outstanding common shares of Pacgen (“Common Shares”), other than Common Shares held by GBC, its Executive Chairman and affiliated companies (the “Continuing Shareholders”), will be acquired by GBC at an acquisition price of $0.0275 per Common Share (the “Acquisition Price”). The Acquisition Price represents a premium of approximately 83.3% over the closing price of $0.015 per Common Share on the TSX Venture Exchange (“TSXV”) on July 6, 2020 and a premium of approximately 81.8% over the volume weighted average trading price of $0.0151 per Common Share on the TSX for 30-trading days ending on July 6, 2020. GBC and the Continuing Shareholders hold an aggregate of 14,904,801 Common Shares, representing 23% of the issued and outstanding Common Shares. The implied equity value of the Arrangement is $1.782 million, inclusive of the Common Shares owned by GBC and the Continuing Shareholders.

The Board of Directors of the Company (the “Board”) formed a special committee of independent directors (the “Special Committee”) to, among other things, review and evaluate the terms of the proposal from GBC, to obtain and supervise the preparation of a fairness opinion from Evans and Evans, Inc. (“Evans”), to make a recommendation to the Board in respect of the proposal and to negotiate the terms and conditions of the Arrangement Agreement and related matters. The fairness opinion provided by Evans confirms that, as at July 6, 2020 and subject to certain limitations, assumptions and qualifications set forth therein, the consideration offered to shareholders under the Arrangement is fair, from a financial point of view, to Pacgen shareholders other than GBC and the Continuing Shareholders (the “Public Shareholders”).