N@N

SemBioSys announces non-binding letter of intent with Avrio Ventures Limited Partnership and Botaneco

^{Published on 2009-07-20 04:02:55, Last Modified on 2009-07-20 04:03:04 - Market Wire}
 

 TSX symbol: SBS CALGARY, July 20 /CNW/ - SemBioSys Genetics Inc. ("SemBioSys") (TSX:SBS) announces that on July 16, 2009, SemBioSys entered into a non-binding letter of intent (the "LOI") with its wholly-owned subsidiary, Botaneco Specialty Ingredients Inc. ("Botaneco"), and Avrio Ventures Limited Partnership ("Avrio") for the purpose of amending the capital structure of Botaneco. The LOI contemplates amending the capital structure of Botaneco in order to facilitate discussions that are underway related to a potential transaction between Botaneco and an independent third party (the "Third Party Transaction"). The Third Party Transaction under discussion would provide Botaneco with additional capital to expand its business and would broaden the product portfolio of Botaneco. Under the terms of the LOI, SemBioSys will secure a 20% interest (on a fully converted basis) in Botaneco upon closing. In the event the Third Party Transaction, and resulting reorganization of Botaneco, occur, SemBioSys will be entitled to receive an interest in the reorganized entity immediately following completion of the transactions based on this 20% share ownership of Botaneco. While Botaneco intends to complete the Third Party Transaction, there can be no assurance at this time that Botaneco will complete the Third Party Transaction. Under the terms of the LOI, it is anticipated the capital structure of Botaneco will be reorganized in the following manner. Avrio will purchase all of the currently issued and outstanding common shares of Botaneco from SemBioSys for nominal consideration, and SemBioSys will convert the principal amount of the convertible debentures issued to SemBioSys by Botaneco into common shares of Botaneco. The terms of the outstanding convertible debenture issued to Avrio by Botaneco will be amended to remove all automatic conversion provisions and to provide for conversion, at the option of Avrio at a conversion price of $0.2917, subject to adjustment. About SemBioSys Calgary, Alberta-based SemBioSys is a world leader in manufacturing high-value proteins and oils in plant seeds. With its unique proprietary platform, SemBioSys provides partners with product enablement, exceptionally low cost and unprecedented scalability. The Company applies this platform with high selectivity to opportunities where it has a unique competitive advantage. Since its inception, SemBioSys has produced more than 50 non-native proteins and oils using its patented seed technology, demonstrating applicability across a broad range of industries such as pharmaceuticals, personal care and industrial products. The Company's current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AI(Milano), a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at [ www.sembiosys.com ]. This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, changing market conditions and market size, the acceptance of an IND by the FDA in respect of clinical studies, the submission of a CTA to the appropriate European authorities, the successful initiation and timely and successful completion of clinical studies, the fact that Apo AI(Milano) is currently a development stage drug, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at [ www.sedar.com ]. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.

For further information: SemBioSys Genetics Inc., Abby Garfunkel, Investor Relations, Phone: (403) 717-4185, E-mail: [ garfunkela@sembiosys.com ]; The Trout Group, Christine Labaree, Managing Director, Phone: (617) 583-1307, E-mail: [ clabaree@troutgroup.com ]; The Equicom Group Inc., Ross Marshall, Vice President, Phone: (416) 815-0700 ext. 238, E-mail: [ rmarshall@equicomgroup.com ]