Biologix Hair Inc. Signs Agreement to Purchase 100 Percent of Biologix Hair Science Ltd.™ For US$ 9.2 MillionBiologix Hair Inc.Transfer Online, Inc.Transfer Agent:
09072G 108CUSIP No. (Reg. D):
U0901J 204CUSIP No. (Reg. S):
Last updated: 04/20/2012Toronto, Ontario – April 23, 2012 – Biologix Hair Inc. (“Biologix”) announced today that it has signed an agreement to purchase 100 percent of the issued and outstanding shares of Biologix Hair Science Ltd.™ (“BHS”), an Intellectual Property (IP) holding company that owns all worldwide rights related to the Biologix Hair Therapy System™.
Prior to the closing of this transaction, which is anticipated within 10 business days, Biologix was limited to marketing the Biologix Hair Therapy System™ within its licensed territory consisting of North America, Central America and the Caribbean.
Biologix [FKA Cranium Technologies (USA) Inc.] will continue to maintain all rights and obligations as represented in the previously signed Licensing Agreement (see January 9, 2012 release – Cranium Technologies Completes Due Diligence on Licensing Agreement and Makes US$ 250,000 Payment to Biologix Hair Science Ltd.).
Dan Hunter, Biologix Director and COO, stated, “The final result of today’s transaction is that Biologix will now sit atop an opportunity that affects literally hundreds of millions of people around the world. We have felt all along that we had the management team and access to resources necessary to realize the full potential of the Biologix Hair Therapy System™. We believe that as Follicle Nutrient Deficiency Syndrome (FNDS), the real causal-effect of baldness, becomes better understood by consumers and the medical industry at large, our solution will rapidly become adopted worldwide as the only viable option that actually works.”
Mr. Hunter continued, “Certainly there is a lot of work to be accomplished over the next several years as we work together with the scientific team at BHS to secure major market approvals. It is a challenge that we embrace and one that delivers a massive potential reward for the risks being taken.”
The primary terms of the agreement between Biologix and BHS are reflected as follows:
Pursuant to the terms of the Share Purchase Agreement, the proposed consideration payable to the BHS shareholders is:
US$ 2,100,000 payment within 30 days following the execution of the Share Purchase Agreement (the “Cash Consideration”);
US$ 3,900,000 payment in the form of a promissory note payable by April 19, 2014 deliverable to each of the BHS Shareholders (the “Promissory Notes”); and
an aggregate of 4,000,000 shares of the Company’s common stock issued to the BHS Shareholders (the “Share Consideration”) with a deemed value, based on the company’s recently announced financing, of US$ 0.80/share.
Ron Holland, Biologix Chairman and CEO, remarked, “This is an important step for Biologix and one that significantly positions Biologix and its shareholders to reap the potential global financial benefits as millions of prospective clients seek to access the Biologix Hair Therapy System™. The fact that the IP is hosted in Barbados provides a tax advantageous capture for worldwide revenues related to other regions outside of the North American zone originally obtained by Biologix. However, Biologix shareholders will realize whatever future revenues and other value attributes to the worldwide IP holding company (should and if any accrue) in a wholly owned tax-advantageous subsidiary.”