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news.Chromos Molecular Systems has entered into an arrangement agreement with, among others, Calyx Bio-Ventures, a wholly-owned subsidiary of Chromos, and Modatech Systems, pursuant to which the parties to the agreement have agreed to effect a plan of arrangement.
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Upon completion of the arrangement, Calyx will be the holder of all of the assets, property and undertaking of Chromos, together with additional cash of $2.35 million (before taking into account certain expenses relating to the transaction), and will be responsible for all of Chromos’s obligations up to the effective time of the arrangement.
In particular, Calyx will own all of Chromos’s intellectual property and all of the outstanding shares of Chromos’s subsidiaries, as well as 29% of the outstanding shares of Agrisoma Biosciences.
The shareholders of Chromos will hold all of the issued and outstanding shares of Calyx and all of the class A voting preferred shares of an entity to be formed by the amalgamation of Modatech and 0828688 BC, a corporation which is currently a wholly-owned subsidiary of Chromos.
Such shares will be entitled to an annual cumulative dividend of 6% per year of the retraction price and are retractable by the holder at any time after August 31, 2013 at a price of $0.056401 per share, for an aggregate retraction price of $500,000 to the shareholders of Chromos, plus dividends accrued up to such date.
The arrangement is subject to court, shareholder and customary regulatory approvals. It is expected that Chromos will hold a meeting of shareholders to consider the arrangement and if approved, the arrangement will be completed before the end of September 2008.