BBM
Announces Offer to Acquire YM BioSciences Inc.
Wednesday
November 13, 10:44 am ET -
NEW
YORK,
Nov. 13 /PRNewswire-FirstCall/ -- BBM Holdings (OTC Bulletin Board: BBMO
-
News)
announced today that it has made an offer to acquire YM BioSciences Inc. (Amex
-
YMI) by a letter to YMI’s Chief Executive Officer, Dr. David Allan.
Under
BBM’s proposal, BBM would acquire in a merger all of the outstanding shares of
YMI common stock for consideration per share of $0.50 in cash plus 0.375 share
of BBM common stock (aggregating for all YMI stockholders approximately 45%
of
the combined company’s outstanding stock after giving effect to the merger). All
options from YMI will be replaced with equivalent options and the options of
the
YMI board
members and management will be replaced with BBM options at the most recent
BBM
closing price prior to announcement of the final agreement on the merger.
The offer is subject to the negotiation and execution of definitive
agreements, approval of the agreement by our respective boards of directors,
completion of limited confirmatory due diligence, approval of the merger by
your
shareholders and regulatory approval. BBM anticipates
funding the cash portion of this transaction through short-term debt financing
with affiliates of BBM stockholders, subject to final negotiation.
The
cash
portion of BBM’s proposal represents a premium of 84.5% above the closing price
of YMI common stock of $0.271 on November 12, 2008 (and a substantially greater
premium taking into account the value of the BBM stock issued in the merger).
BBM
is
pursuing a new acquisition strategy to create a large rollup of small
biotechnology companies.
Alternatively,
if YMI’s board of directors prefers not to negotiate a merger as proposed, BBM
is willing to undertake a tender offer at a cash price of U.S. $0.60 per share
for at least 90% of the shares of YMI Corporation,
subject
to
confirmation by YMI that it has not entered into any agreement to sell equity
securities or incur any indebtedness since the date of its most recently
published financial statements, declared any cash dividends nor entered into
any
commercial or other agreements outside of the ordinary course of business during
that period, and that it will not do so going forward.
Andrew
Limpert, interim CEO of BBM stated: “We believe a combined BBM and YMI will make
a powerful Biotech combination. The scientific synergies and collective
management skills, with the recent addition of Dr. Hirschman to BBM, combined
with the already impressive team at YMI will create significant value creation
for all stake holders involved. We look forward to working with YMI and also
on
future acquisitions of promising pharmaceuticals.” Dr.
Shalom Z. Hirschman, consultant to BBM leading its acquisition program, added
"A
creative approach to the clinical development of YMI's most promising
chemotherapeutic agents can add great benefit to the treatment of particular
neoplasms and enhance shareholder value. The science underlying YMI's products
meshes very well with the technology recently acquired by BBM."
The
full
text of the offer letter was filed by BBM in a Form 8-K today.
About
BBM Holdings:
BBM
Holdings (OTC Bulletin Board: BBMO
-
News)
has
been exploring acquisition possibilities. It was formerly a telecommunications
engineering and service company.
This
press release contains statements that constitute “forward-looking statements”
as that term is defined in the Securities Reform Act of 1995 (the “Reform Act”).
Investors are cautioned that forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from the
statements. Factors that may cause or contribute to such differences include,
among other things, failure of our acquisition program, inability to obtain
additional financing required to achieve our business goals, our technology
becoming obsolete, changes in business conditions and the economy and other
risk
factors identified in the Company’s Form 10-KSB and subsequent reports filed
with the Securities and Exchange Commission. The Company undertakes no
obligation to update these forward-looking statements for revisions or changes
after the date of this press release.
Source:
BBM Holdings