Richmond, British Columbia - Liberty Biopharma Inc. (“Liberty Biopharma” or the “Company”) (TSXV: LTY) today announced that it has received conditional approval from the TSX Venture Exchange ("TSXV") of the proposed acquisition and share exchange transaction (the “Transaction”) with Cloud Medical Group Inc. (“CMGI”).
CMGI is a healthcare technology company founded in 2014, with exclusive licensing agreements with Seven Stars Medical Inc. (“Seven Stars Medical”). Seven Stars Medical is focused on the development of a medical platform as a service (MPaaS), which is a business that has revenue, marketing and operational interests in a network of high-end medical and diagnostic clinics for regenerative medicine, stem cell therapy, oncology, immunotherapy, virtual reality consultations and preventative medicine and treatment decision-making utilizing Big Data Cloud from Tencent.
Seven Stars Medical was founded by Bruno Wu, the Chairman and CEO of Seven Stars Cloud Group, Inc. (NASDAQ: SSC) the global leading next-generation artificial intelligence and blockchain-powered financial technology company that offers supply chain and digital finance solutions for the energy and commodities industries. Mr Wu is also the founder, co-chairman and CEO of Sun Seven Stars Media Group Limited, one of the largest and most diversified private media and investment companies in China.
As part of the CMGI acquisition, Liberty Biopharma will work with the Seven Stars medical clinical team for access to MPaaS partner health clinics in China, Macau and Hong Kong for the implementation of its proprietary adipose stem cell isolation technology for anti-aging, osteoarthritis and medical aesthetics. Effective immediately, Dr. Michael T. McNamara will be appointed to Liberty Biopharma’s medical advisory committee.
Dr. Michael McNamara is the Co-CEO and Chief Medical Officer of Seven Stars Medical. Dr. McNamara leads a unique specialty of preventive health practice using the most sophisticated modalities of diagnostic imaging and blood analysis. He founded the first hospital-based MRI department in Europe in 1986 at the Princess Grace Hospital in Monaco. Dr. McNamara developed the world’s first preventive Total Body Scanning program, for the early detection of cardiovascular and autoimmune diseases, cancer, and degenerative abnormalities. He has prior experience implementating regenerative medical treatment programs. He has served on the Medical Advisory Boards of General Electric Medical Systems, Bristol-Meyers Squibb, Nycomed Laboratories, Bracco Diagnostics, Akloma Biosciences, The Angiogenesis Foundation, and uBiome, Inc. Dr. McNamara received his M.D. at the University of Michigan in Ann Arbor, USA.
CMGI’s “MPaaS” system will be integrating virtual reality, artificial intelligence, cloud based mobile delivery, blockchain financial fulfilment and big data informatics from Seven Stars Cloud Group, Inc., for a royalty of 2% of revenues derived from the MPaaS system. CMGI also has a 49% beneficial interest in Medisun Healthcare (China) Limited (“Medisun”), a Hong Kong cell therapy and marketing joint venture in which the 51% joint venture partner Medisun Holdings Limited signed a master healthcare agreement in 2015 with the Mayo Clinic to carry out a multifaceted, innovative collaboration advancing healthcare delivery and establishing a jointly affiliated hospital network system under the Mayo Clinic Care Network in Hong Kong and China, offering telemedicine, training programs in hospital management and specialist technologies in regenerative medicine and oncology.
CMGI also has cooperation arrangements with i) Meinian Onehealth Healthcare (Group) Co., Ltd (Shenzhen Stock Exchange: 002044) to expand MPaaS and marketing services to over 300 health clinics in China ii) Centre Testing International Group Co. Ltd. (Shenzhen Stock Exchange: 300012) to expand the marketing of medical services and Lumenis cosmetic laser applications in China and iii) LDG Labor Deutschland (known as Laboratories Dr. Gansauge) for the marketing and delivery of oncological dendritic cell therapy and cancer vaccines in China, Macau and Hong Kong with over 6,000 patients treated globally (FDA & EMEA approved). CMGI also has a 70% beneficial interest in Guiyang, China - a flagship demonstration-sharing clinic for executive health in preventative medicine, gene sequencing, gene detection and cell therapy, medical imaging and big data informatics with segregated cash reserves of $3,800,000.
The CMGI vendors have direct access to marketing influencers through key media personalities that have access to over 40 million Weibo users, 1 million WeChat users, and other social media groups and apps, along with full media coverage on major media platforms such as Tencent, iQIUI, Netease, Yizhibo, and Huajia.
The Transaction is expected to close on Friday, December 22, 2017, pursuant to which the Company will issue 50,000,000 common shares as consideration for the acquisition of all of the issued and outstanding shares of CMGI. These shares will have a three year escrow. The initial 10% will be released on the close of the Transaction and 15% will be released every 6 months thereafter. After the first 12 months following the closing of the Transaction, any remaining shares in escrow may become subject to an accelerated release from escrow should Liberty Biopharma’s share price trade at or above $0.50 per common share for a minimum of 10 trading days. A further 20,000,000 common shares will be reserved for issuance to the vendors as performance shares. Should Liberty Biopharma attain an annual audited revenue primary threshold of $5,000,000, 10,000,000 common shares will be released. A further 10,000,000 shares will be released upon a secondary threshold of an incremental $5,000,000 in audited annual revenues being attained. Any Performance Shares remaining and not released under this Agreement by June 30, 2020 shall expire and be cancelled by Liberty Biopharma. All shares issued will be at a deemed value of $0.20 per common share.
As a condition of the Transaction, one of the shareholders of CMGI will subscribe for a private placement for 1,000,000 common shares at $0.15 for total consideration of $150,000 in Liberty Biopharma.
No new insiders or control persons will be created as part of this Transaction. The Transaction is subject to approval by the Board of Directors of each of Liberty Biopharma and CMGI.
The acquisition has been filed pursuant to policies of the TSXV as an Expedited Acquisition and remains subject to regulatory approval.
About Liberty Biopharma Inc.
Liberty Biopharma is a clinical stage biopharmaceutical company developing and commercializing regenerative stem cell technologies and therapeutic solutions for independence and quality of life. The Company’s focus is on significant areas of unmet clinical need, such as wound management, osteoarthritis, musculoskeletal injury, cardiovascular diseases, and autoimmune diseases.
About Cloud Medical Group Inc.
Cloud Medical Group Inc. is a healthcare company focused on the delivery of cell therapy and e-healthcare solutions, increasingly deploying artificial intelligence-augmented applications. Initial areas of focus include i) preventative medicine, ii) dynamic oncology-based data analysis, iii) genetic analysis, and iv) insurance and financial payment for healthcare using next-generation artificial intelligence and blockchain-powered technology.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", “likely”, "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that Liberty Biopharma may not successfully transition to a clinical stage company and successfully execute its development and commercialization activities. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Liberty Biopharma. Readers are cautioned that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and Liberty Biopharma is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
For further information, please contact:
Liberty Biopharma Inc.
Alan Tam, CPA, CA
Chief Financial Officer
Telephone: (604) 604-377-7575
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