MTSL partnership. On October 18, 2018, Amarantu
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Posted On: 10/20/2018 12:23:15 AM
MTSL partnership.
On October 18, 2018, Amarantus Biocience Holdings, Inc. (OTCPK: AMBS, AMBS, or the Company) submitted a binding offer for a joint venture (the JV) between MER Telemanagement Solutions (NASDAQ:MTSL, MTSL). Under the terms of the binding offer, AMBS proposes to deliver $600,000 to MTSL, as well as a minority interest in Amarantus wholly-owned subsidiary Cutanogen Corporation, whose Engineered Skin Substitute (ESS) progam has received a third party valuation of $41.7M based solely on the indication for the use of ESS in the treatment of life-threatening severe burns, in exchange for 1,098,000 shares of MTSL common stock to Amarantus. Based upon the value of the MTSL common shares, and the due diligence Amarantus has conducted with its advisors, the Company expects that the JV transaction would result in net equity in excess of $1,500,000 being added to the MTSL balance sheet (the MTSL Net Equity). The Company believes the MTSL Net Equity is sufficient for MTSL to cure its current deficiency related to the Nasdaq net equity requirement for continued listing on the Nasdaq Capital Markets exchange. Under the terms of the JV proposal, MTSL will have the exclusive option (the Option) to acquire a total of 90% of Cutanogen Corporation oustanding shares in exchange for 50% of the then outstanding common shares of MTSL (the Merger) upon Cutanogen entering into an expanded license agreement with the Shriners Hospitals and the University of Cincinnati that will add additional intellectual property related to the addition of hair follicles and sweat glands to the base ESS technology. Upon the merger, MTSL and/or Cutanogen is required to have raised a minimum $5,000,000 at the time of closing of the Merger. Current MTSL shareholders (pre-JV) will be entitled to receive a minimum of 15% of the then outstanding common shares following the merger.
Cutanogen Corporation has retained the services of a well respected New York-based investment bank, on a contingency basis, to facilitate the initial JV, and would work with MTSL and Cutanogen to faciliate capital raising and adviosry services required in order for MTSL to exercise the Option and subsequently close the Merger, provided however that MTSL accepts teh JV offer proposed by Amarantus.
On October 18, 2018, Amarantus Biocience Holdings, Inc. (OTCPK: AMBS, AMBS, or the Company) submitted a binding offer for a joint venture (the JV) between MER Telemanagement Solutions (NASDAQ:MTSL, MTSL). Under the terms of the binding offer, AMBS proposes to deliver $600,000 to MTSL, as well as a minority interest in Amarantus wholly-owned subsidiary Cutanogen Corporation, whose Engineered Skin Substitute (ESS) progam has received a third party valuation of $41.7M based solely on the indication for the use of ESS in the treatment of life-threatening severe burns, in exchange for 1,098,000 shares of MTSL common stock to Amarantus. Based upon the value of the MTSL common shares, and the due diligence Amarantus has conducted with its advisors, the Company expects that the JV transaction would result in net equity in excess of $1,500,000 being added to the MTSL balance sheet (the MTSL Net Equity). The Company believes the MTSL Net Equity is sufficient for MTSL to cure its current deficiency related to the Nasdaq net equity requirement for continued listing on the Nasdaq Capital Markets exchange. Under the terms of the JV proposal, MTSL will have the exclusive option (the Option) to acquire a total of 90% of Cutanogen Corporation oustanding shares in exchange for 50% of the then outstanding common shares of MTSL (the Merger) upon Cutanogen entering into an expanded license agreement with the Shriners Hospitals and the University of Cincinnati that will add additional intellectual property related to the addition of hair follicles and sweat glands to the base ESS technology. Upon the merger, MTSL and/or Cutanogen is required to have raised a minimum $5,000,000 at the time of closing of the Merger. Current MTSL shareholders (pre-JV) will be entitled to receive a minimum of 15% of the then outstanding common shares following the merger.
Cutanogen Corporation has retained the services of a well respected New York-based investment bank, on a contingency basis, to facilitate the initial JV, and would work with MTSL and Cutanogen to faciliate capital raising and adviosry services required in order for MTSL to exercise the Option and subsequently close the Merger, provided however that MTSL accepts teh JV offer proposed by Amarantus.
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