SAINT LAURENT, Quebec, March 19, 2018 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSXV:IGX) (OTCQX:IGXT) (the “Company” or “IntelGenx”) is pleased to announce that IntelGenx Corp., the Company’s operating subsidiary, has entered into an agreement to acquire pharmaceutical consulting firm Laboval Inc. (“Laboval”) for total cash consideration of up to CA$5 million (the “Acquisition”), subject to the acquired business achieving certain revenue milestones over the two years following closing.
The Company intends to finance the Acquisition and related fees and costs by way of private placement equity financing, the terms of which the Company intends to establish in the coming days (the “Offering”). IntelGenx Corp.’s obligation to close the Acquisition is conditional upon the Company raising at least US$10 million under the Offering. Proceeds raised in addition to those required for the Acquisition would be used to finance the Company’s Montelukast Phase 2b clinical trial as well as working capital.
Laboval, based in Montreal, Quebec, is engaged in the business of pharmaceutical product testing, offering a comprehensive range of quality control testing for finished products and raw materials, as well as in-process testing, stability studies, forced degradation and regulatory services to the pharmaceutical, nutraceutical, natural health, cosmetics and healthcare sectors. Laboval holds all necessary licenses and approvals of the U.S. Food and Drug Administration and Health Canada to carry on its business.
“Laboval has long been a trusted partner of IntelGenx, providing us with all GMP compliant testing services required to release commercial product to the market, as well as analytical development services needed for our product development activities,” said Horst G. Zerbe, President and Chief Executive Officer of the Company. “This strategic acquisition serves two primary purposes. First, it reduces IntelGenx’ overall cost structure by bringing quality control testing in-house. In addition, it provides us with additional sources of revenue as the business continues to serve other pharmaceutical companies.”
Under the purchase agreement, approximately 40% of the purchase price will be paid by the Company as of the closing date. Additional consideration in the form of an earn-out of up to 60% of the purchase price will be payable over the two-year post-closing period, based on the achievement of certain revenue objectives for the acquired business.
The closing of the Acquisition is expected to occur on or about March 30, 2018 and is subject to the Company raising at least US$10 million under the Offering and certain other customary closing conditions, including the approval of the TSX Venture Exchange.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where not permitted by law. Any securities described in this announcement have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable state securities laws.
Established in 2003, IntelGenx is a leading oral drug delivery company primarily focused on the development and manufacturing of innovative pharmaceutical oral films based on its proprietary VersaFilm™ technology platform.
IntelGenx' highly skilled team provides comprehensive pharmaceuticals services to pharmaceutical partners, including R&D, analytical method development, clinical monitoring, IP and regulatory services. IntelGenx' state-of-the-art manufacturing facility, established for the VersaFilm™ technology platform, supports lab-scale to pilot and commercial-scale production, offering full service capabilities to its clients. More information about the Company can be found at www.intelgenx.com.
Forward-Looking Information and Statements
This document may contain forward-looking information or forward-looking statements within the meaning of applicable U.S. and Canadian securities laws. These statements are statements that are not purely historical and include, but are not limited to, statements about the terms of the Acquisition, the successful completion of the Acquisition, the Company’s anticipated use of proceeds under the Offering and the expected timing for closing of the Acquisition. No assurance can be given that the Acquisition and the Offering will be completed as described above, or at all. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Because these forward-looking statements are subject to a number of risks and uncertainties, IntelGenx' actual results could differ materially from those expressed or implied by these forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, failure to obtain TSX Venture Exchange approval of the Acquisition, failure to obtain TSX Venture Exchange approval of the Offering, failure by the Company to raise U.S.$10 million under the Offering and those discussed under the heading “Risk Factors” in the Registration Statement and in IntelGenx' annual report on Form 10-K, filed with the United States Securities and Exchange Commission and available at www.sec.gov, and also filed with Canadian securities regulatory authorities and www.sedar.com. IntelGenx assumes no obligation to update any such forward-looking statements.
Although the Company believes that the expectations and assumptions on which Forward-Looking Information is based are reasonable, readers of this press release are cautioned not to rely unduly on this Forward-Looking Information since no assurance can be given that they will prove to be correct. The Company does not undertake any obligation to update or revise any Forward-Looking Information, whether as a result of events or circumstances occurring after the date of this press release, unless so required by legislation.
For more information, please contact:
(514) 331-7440 ext 232
Andre Godin, CPA, CA
Executive Vice-President and CFO
IntelGenx Technologies Corp.
(514) 331-7440 ext 203
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer or solicitation of sale would be unlawful.