HAMILTON THORNE ANNOUNCES PROPOSED PRIVATE PLACEMENT OF UP TO APPROXIMATELY US$3.0 MILLION OF COMMON SHARES
Coupled with Early Conversion of Subordinated Debentures, New Funding to Substantially Improve Balance Sheet and Provide Additional Working Capital for Product Development
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BEVERLY, MA and TORONTO, Ontario – August 8, 2011 - Hamilton Thorne Ltd. (TSX-V: HTL) (“Hamilton Thorne” or the “Company”), a leading provider of advanced laser systems for the regenerative medicine, fertility and stem cell research markets, today announced that it’s proposing to issue, on a private placement basis, an aggregate of up to approximately 12,000,000 common shares (“Common Shares”) of the Company at CDN$0.25 per Common Share, for gross proceeds of up to approximately US$3.0 million (subject to increase at the discretion of the board of directors). The Company anticipates that up to approximately 9,600,000 Common Shares representing gross proceeds of up to approximately US$2.4 million will be issued to insiders of the Company. The private placement is subject to the approval of the TSX Venture Exchange (“TSX-V”) and is expected to close in mid- August 2011.
The Company also announced that it will be offering the holders of its convertible subordinated debentures issued in August 2010 and March 2011, the right to convert, subject to receipt of all applicable TSX-V approvals, the principal amount of such debentures, including all accrued interest, into Common Shares, at the conversion price specified in such debentures, in advance of the maturity date of such debentures. At this date, the holders of approximately CDN$1.3 million of outstanding debentures have indicated their intention to convert such debentures and accrued interest into approximately 7,100,000 Common Shares. Each such holder is also an insider of the Company. If all remaining debenture holders convert their debentures and accrued interest, the Company expects to issue up to approximately 2,800,000 additional Common Shares. The conversion of all accrued interest into Common Shares is also subject to TSX-V approval.
The Company intends to use US$1.5 million of the net proceeds of these transactions to reduce the amount outstanding on the Company’s bank line of credit from US$5 million to US$3.5 million. The balance will be used to fund the Company's research and development, and to provide working capital.
“This transaction will strengthen our balance sheet by reducing our debt position by a minimum of US$2.8 million, reduce interest expense by nearly US$200,000 per year and provide us with the capital to accelerate our investments in research and development,” said Meg Spencer, Chief Executive Officer of Hamilton Thorne. “Hamilton Thorne’s newly launched laser and fertility
products have already generated strong interest from our customer base in the first half of 2011, and this infusion of capital will enable us to focus on key growth markets such as advanced cell biology, gene expression and cancer research markets.”
Related Party Transactions
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the previously announced insider private placement subscriptions are a “related party transaction.” The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the private placement in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the private placement in reliance on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Common Shares nor the consideration received in respect thereof from insiders exceeds CDN$2.5 million, (ii) the Company has one or more independent directors in respect of the private placement who are not employees of the Company, and (iii) all of the independent directors have approved the private placement.
Furthermore, the amendment to the terms of the debentures to permit the voluntary early conversion by those debenture holders who are also insiders of the Company constitutes a “related party transaction.” The Company is exempt from the formal valuation requirement of MI 61-101 in connection with such transaction in reliance on section 5.5(b) of MI 61-101. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with such transaction in reliance on section 5.7(1)(b) of MI 61-101.
As the Company expects the Offering to be completed in mid-August 2011, there will be less than 21 days between the date of filing of its material change report in respect of the Offering and the completion date of the Offering. The Company considers this is reasonable and necessary in order to address the Company’s immediate funding requirements and corporate operations.
About Hamilton Thorne Ltd. (www.hamiltonthorne.com)
Hamilton Thorne provides novel solutions for Life Science that reduce cost, increase productivity as much as ten-fold, and enable research breakthroughs in regenerative medicine, stem cell research and fertility markets. The Company’s new LYKOS™, Staccato™ and Stiletto™ laser systems offer significant scientific advantages in the fields of developmental biology, cancer research and advanced cell biology. Hamilton Thorne's laser products attach to standard inverted microscopes and operate as robotic micro-surgeons, enabling a wide array of scientific applications and procedures. Each member of Hamilton Thorne’s family of products serves a different research purpose. By simply turning the microscope turret, researchers can have a new world of scientific capabilities at their fingertips.
Hamilton Thorne’s growing customer base includes pharmaceutical companies, biotechnology companies, fertility clinics, university research centers, and other commercial and academic research establishments worldwide. Current customers include world-leading research labs such as Harvard University, MIT, Yale, McGill University, DuPont, Monsanto, Charles River Labs, Jackson Labs, Merck, Novartis, Pfizer, Oxford University, and Cambridge.
Neither the Toronto Venture Exchange, nor its regulation services provider (as that term is defined in the policies of the exchange), accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict including the risk that the Company may not be able to obtain the necessary regulatory approvals. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.