Announces business combination with Wise Oakwood Ventures Inc. and TSX Venture Exchange conditional acceptance of qualifying transaction.
ANN ARBOR, Mich., April 13, 2016 (GLOBE NEWSWIRE) -- ZoMedica Pharmaceuticals Inc. (“ZoMedica”), a veterinary pharmaceutical company, announces it has entered into a formal amalgamation agreement (the "Amalgamation Agreement") with Wise Oakwood Ventures Inc. ("WOW") (TSX-V:WOW.P), a capital pool company listed on the TSX Venture Exchange (the “TSXV”).
Pursuant to the Amalgamation Agreement, a three-cornered amalgamation among WOW, ZoMedica and a wholly-owned subsidiary of WOW (incorporated solely for the purpose of this transaction) is to be completed, whereby WOW will acquire all of the issued and outstanding securities of ZoMedica in exchange for an equivalent number of securities of WOW. The foregoing transaction is an arm's-length transaction and constitutes WOW's "Qualifying Transaction" under TSXV rules.
Additionally, ZoMedica announces the TSXV has granted conditional acceptance of the Qualifying Transaction. In connection with the Qualifying Transaction, a Filing Statement has been prepared in accordance with TSXV requirements and was filed by WOW on March 30, 2016, with the TSXV and applicable Canadian securities regulators. The Filing Statement includes detailed information regarding ZoMedica, its personnel, operations and proposed areas of business. The Filing Statement is available under WOW's corporate profile at www.sedar.com and on ZoMedica’s website at www.zomedica.com/investor-information .
In anticipation of the completion of the Qualifying Transaction, WOW has called an annual and special meeting of its shareholders on April 21, 2016, for the purposes of approving various corporate matters relating to the Qualifying Transaction, including but not limited to the approval of incoming directors, the change of WOW's name to "Zomedica Pharmaceuticals Corp." and the consolidation of WOW's outstanding common shares on a two and one-half (2½) pre-consolidated share for each one (1) post-consolidated share basis. The resulting company, to be named "Zomedica Pharmaceuticals Corp.," will be publicly listed on the TSXV.
“ZoMedica is poised to enter the public market as one of the fastest veterinary pharmaceutical companies to evolve from formation to public listing on a North American exchange,” stated Chief Executive Officer Gerald Solensky Jr. “ZoMedica’s leadership team includes multiple clinical veterinarians that advocate for the veterinary customer to ensure our product pipeline reflects their needs, while also considering market requirements and corporate objectives. We are very excited to bring this platform to the public markets and veterinary community.”
ZoMedica has called a meeting of its shareholders on April 21, 2016, at the Holiday Inn (Canatara Room) in Point Edward, Ontario and mailed applicable meeting materials to its shareholders in connection therewith.
Closing of the Qualifying Transaction is targeted for on or about April 21, 2016, provided that the requisite shareholder approvals noted above are obtained at the respective shareholder meetings.
About ZoMedica With U.S. operations based in Ann Arbor, Michigan, ZoMedica is a veterinary pharmaceutical company targeting health and wellness solutions for companion animals (canine, feline and equine) through a ground-breaking approach that focuses on the unmet needs of clinical veterinarians. ZoMedica is building a diversified portfolio of products comprised of the discovery, development and commercialization of innovative drugs alongside novel drug delivery systems, devices and diagnostics. With multiple clinical veterinarians in management, it is ZoMedica’s mission to give veterinarians the opportunity to lower costs, increase productivity, and grow revenue while better serving the animals in their care.
“Today’s veterinarians are dealing with compassion fatigue, margin pressures, disproportionate student debt and other factors that impact their professional and personal satisfaction,” stated Chief Operations Officer Stephanie Morley, DVM. “ZoMedica seeks to relieve such pain points by cultivating ‘voice of the vet’ programs to identify products and services that are economically and professionally beneficial on all fronts.”
This needs-based approach to product development and innovation is unique compared to many of ZoMedica’s animal health counterparts, in that the focus is on building a portfolio of products based on pervasive and urgent needs of companion animal veterinarians, as opposed to solutions rooted in novel science or human health that may not successfully translate to the animal health space.
Following completion of the Qualifying Transaction, ZoMedica’s executive leadership team will continue to serve in their respective roles including: Gerald Solensky Jr., Chief Executive Officer; Stephanie Morley, DVM, Chief Operations Officer; Shameze Rampertab, CPA, CA, Chief Financial Officer; and William MacArthur, MS, DVM, Chief Medical Officer.
For more information on ZoMedica, its expert team, or to sign up for email alerts, visit www.ZOMEDICA.com .
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, receipt of all required approvals by shareholders of ZoMedica and WOW, respectively, and final acceptance of the Qualifying Transaction by the TSX Venture Exchange . The Qualifying Transaction cannot close until the required shareholder approvals are obtained. There can be no guarantee that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.
Except for statements of historical fact relating to ZoMedica, the information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, ZoMedica undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
Investor Relations Contact Shameze Rampertab, CPA, CA srampertab@zomedica.com 1.647.283.3630 Media Contact Andrea Eberle aeberle@zomedica.com 1.734.369.2555
