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Genetic Technologies Announces Completion of Share Transaction With Dr. Mervyn Jacobson
|By Marketwired .
|May 16, 2014 01:05 PM EDT
MELBOURNE, AUSTRALIA -- (Marketwired) -- 05/16/14 -- Genetic Technologies Limited (ASX: GTG) (NASDAQ: GENE) announced today the completion of a series of transactions with the Company's largest shareholder, Dr. Mervyn Jacobson (collectively, the "Jacobson Entities"). This arrangement commenced on December 18, 2013 resulting in the disposal of 105,937,500 shares in the Company including 30,000,000 Shares which were transferred (by a special crossing) with parties unrelated arrangements outlined below. As a result, Dr. Jacobson's interest in the issued capital of the Company was reduced from 23.83% to 5.33%. This assumed no other share transactions in the interim.
The Jacobson Entities and GTG entered into a binding Share Exchange Agreement ("Agreement") pursuant to which, post GTG shareholder approval, the following transactions occurred:
(a) The Jacobson Entities exchanged a total of 75,937,500 shares in GTG for 4,500,000 shares in ImmunAid Limited ("ImmunAid") owned by GTG.
(b) ImmunAid and GTG executed an Option Agreement pursuant to which ImmunAid will, where completion occurs under the Agreement, grant to GTG a total of 2,250,000 options to acquire new fully paid ordinary shares in ImmunAid. Each option entitles GTG to acquire one ordinary share in ImmunAid at a price of $1.35 per share for a period of three years from the date on which the options are granted.
(c) In consideration for the options granted to GTG by ImmunAid in point (b), GTG agreed to pay ImmunAid an option fee of $500,000, of which $385,841 will be satisfied by the forgiveness of outstanding debts currently owed to GTG by ImmunAid. GTG will pay the remaining $114,159 owed on the option fee in cash.
The following conditions precedent to the capital reduction transaction have now been satisfied:
(i) The receipt by GTG of an acceptable independent valuation of the Company's 4,500,000 shares in ImmunAid and an accompanying independent expert's fairness report in respect of the transaction from the perspective of the GTG shareholders, and
(ii) The approval of the transactions by the Company's shareholders at the Extraordinary General Meeting (held on April 17, 2014).
Accordingly, the Company is pleased to announce that as of May 16, 2014:
(a) The required notice period (after lodgement with the Australian Securities and Investment Commission of written notification of the capital reduction) has expired and so the Company has completed the capital reduction of the 75,937,500 shares in the Company previously owned by the Jacobsen Entities in exchange for 4,500,000 shares in ImmunAid, and
(b) The Company received the 2,250,000 options to acquire new ordinary shares in ImmunAid in return for the payment of the Option Fee, comprising $385,841 in reduction of the debt owed by ImmunAid to the Company and $114,159 in cash.
At the conclusion of the various transactions outlined above, the Jacobson Entities retain a total of 30,536,184 ordinary shares in GTG representing 5.19% of the Company's current total issued capital. This percentage is less that the amount estimated when announced on December 18, 2013 due to the additional shares issued to Ironridge pursuant to its conversions under its convertible note.
About Genetic Technologies Limited
Genetic Technologies is an established diagnostics company with more than 20 years of experience in commercializing genetic testing, non-coding DNA and product patenting. The Company has operations in Australia and the U.S. and is dual-listed on the ASX (Code: GTG) and NASDAQ (Ticker: GENE). Genetic Technologies is focused on the commercialization of its patent portfolio through an active out-licensing program and the global expansion of its oncology and cancer management diagnostics assets. Its U.S. subsidiary, Phenogen Sciences Inc., offers novel predictive testing and assessment tools to help physicians proactively manage women's health. Phenogen's lead product, BREVAGen, is a first in class, clinically validated risk assessment test for non-familial breast cancer.
For more information, please visit http://www.gtglabs.com and http://www.phenogensciences.com
Safe Harbor Statement
Any statements in this press release that relate to the Company's expectations are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees. Since this information may involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from expected results. Additional risks associated with Genetic Technologies' business can be found in its periodic filings with the SEC.
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