07/20/15: Big Bar to acquire CVR Global medical device patents
2015-07-20 16:03 ET – News Release: Mr. Ron Birch reports
BIG BAR ANNOUNCES LETTER OF INTENT WITH CVR GLOBAL, INC. AND PROPOSED CHANGE OF BUSINESS
Big Bar Resources Corp. has entered into a non-binding letter of intent with CVR Global Inc. for the acquisition of patents relating to a diagnostic device developed by CVR, which is designed to detect and measure carotid arterial stenosis.
CVR is a Michigan-incorporated private company dedicated to the commercialization of a subsonic technology for the medical industry.
Terms of the transaction
Subject to the execution and delivery of a mutually acceptable definitive agreement, Big Bar will acquire the patents through the issuance of an aggregate of seven million of its common shares to CVR at a price per consideration share that is anticipated to be equal to the price per unit to be issued in the private placement financing that the company intends to complete concurrently with the transaction, as described further below in this news release.
Upon closing of the transaction, CVR and Big Bar will form a joint venture pursuant to which Big Bar will contribute the patents, and CVR will contribute the device as well as management know-how and marketing expertise, for an initial equal equity interest by both parties in the joint venture.
Concurrently with the closing of the transaction, the company intends to complete a private placement for gross proceeds of $1.5-million, which is expected to consist of units with each unit composed of one common share and one-half of one common share purchase warrant at a price of 25 cents per unit, or such other price per unit determined by Big Bar management in compliance with TSX Venture Exchange pricing regulations. Each whole share purchase warrant will be exercisable to acquire one common share of the company at a price of 40 cents per share for a period of 12 months following the closing date. The financing may be brokered or non-brokered, and agents’ commissions and/or finders’ fees in cash or securities may be payable in connection with the financing subject to compliance with exchange policies. Proceeds from the financing are expected to be used as set out in the attached table.
Regulatory consulting Preparation of U.S. Food and Drug Administration $ 187,500 DA 510(K) submission and regulatory compliance Intellectual property Filing of additional provisional patent applications 87,500 Clinical trials Undertaking of clinical trials 250,000 Research and Lab equipment/software 187,500 development Manufacturing Ordering complete CSS devices for clinical trials 687,500 Finalizing pivotal trial device Moulding and plastic tooling of touch-panel PC and sensor array Marketing and sales Marketing literature/press releases/trade shows/ 100,000 seminars $ 1,500,000
All securities issued pursuant to the financing will be subject to a hold period as required under applicable securities legislation.
Change of business
Completion of the transaction as contemplated would constitute a change of business in accordance with TSX Venture Exchange Policy 5.2 Changes of Business and Reverse Takeovers, as the company’s current business is the exploration of minerals. As a result, the transaction is subject to exchange acceptance and will also require approval of the shareholders of Big Bar.
The transaction is subject to a number of conditions including, but not limited to, entry into a definitive agreement, closing of the financing, delivery by CVR of a satisfactory valuation as to the value of the patents, completion of due diligence reviews by the parties, and approval by each of the Big Bar and CVR boards of directors.
Under the terms of the LOI, certain management changes are intended to occur concurrently with the closing of the transaction, pursuant to which two nominees of CVR will be appointed to the company’s board of directors, and the officers of CVR will replace the company’s current officers with the exception of Big Bar’s chief financial officer, Erwin Wong, who will remain in such position.
The following provides summary biographical information of each of the individuals intended to be appointed as members of the company’s board of directors and/or as officers of the company.
Peter Bakema — president/director
Mr. Bakema has a 30-year record in successfully creating and developing businesses from the ground up. He has overseen multiple organizations with a human resource development of several hundred employees and contractors. His extensive background in business management, capitalization, and mergers and acquisitions has been combined with years of hands-on leadership experience in the medical device arena. This has given him the ability to adapt quickly to an ever-changing health care sector. As the chairman and chief executive officer of CVR Global for the last eight years, Mr. Bakema is responsible for the direction of CVR Global with an emphasis on a sound business infrastructure that is capable of rapid scalability and regulatory compliance.
Dr. Paul Blunden, MD — director
Dr. Blunden is a board-certified physician in obstetrics and gynecology with over 20 years in practice. He is the vice-president and partner of a multimillion-dollar practice, servicing urban, suburban and rural patients. He has also served as a department chairman for a major health system, and was a member of the executive leadership committee focused on fiscal management, quality improvement and recruiting.
Tony Robinson, MBA — chief operations officer
Mr. Robinson is a passionate entrepreneurial leader with a reputation for winning by repeatedly thinking outside the typical paradigm limitations, and producing unique solutions within the operational, marketing and regulatory areas of the medical device world. Mr. Robinson has earned a degree from the University of Michigan, as well as a master of business administration in health care management. He has been immersed in the day-to-day workings of CVR Global for the past six years, driving progress across all key clinical and operational functions with an end-user and commercialization focus. Currently Mr. Robinson is also involved in managing regulatory activities for another world-recognized global medical device manufacturer with over 25,000 products sold across five continents.
Dr. Orville Day — chief science officer
Dr. Day is a specialist in the area of atomic and molecular physics, in which he received advanced training (postdoctoral research) at the University of Georgia. He is currently a tenured professor at East Carolina University in the department of physics, and has taught at multiple universities including the University of Utah (theoretical chemistry), Federal University of Ceara, Brazil (physics), the University of Iowa (chemistry) and the Air Force Institute of Technology, Sao Paulo, Brazil (physics). Dr. Day played an integral role in the original development of the CSS device, and heads up the medical and scientific advisory board for CVR Global.
Other information and updates
In accordance with exchange policy, the company’s shares are halted from trading and will remain halted until such time as determined by the exchange, which, depending on the policies of the exchange, may not occur until the completion of the transaction.
The company will provide further details in respect of the transaction, in due course, by way of news releases.
On behalf of the board:
Ron Birch (signed)
President and director
For further information, contact Mr. Birch, president and director, telephone: 604-669-0780.This news release contains statements about the company’s expectations regarding the completion of the transaction that are forward looking in nature, and, as a result, are subject to certain risks and uncertainties. Although the company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them, as actual results may differ materially from the forward-looking statements, and there can be no assurance that such expectations will prove to be correct. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the transaction for any reason whatsoever, including failure to obtain exchange acceptance or shareholder approval therefor. The forward-looking statements contained in this news release are made as of the date hereof, and the company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. This news release does not constitute, and the subject matter hereof is not, an offer for sale of or a solicitation of an offer to buy, in the United States or to any U.S. person (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended), any equity or other securities of the corporation. The securities of the corporation have not been registered under the 1933 act, and may not be offered or sold in the United States (or to a U.S. person) absent registration under the 1933 act or an applicable exemption from the registration requirements of the 1933 act. Completion of the transaction is subject to a number of conditions, including exchange acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative. The exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this news release.