07.29.10
Pharmachem Laboratories has offered to acquire substantially all of the assets of Forbes Medi-Tech Inc. for cash consideration of $1.9 million.
The offer, which is not subject to a financing condition, exceeds the approximately $1.4 million purchase price described in the asset purchase agreement between MHT, LLC and Forbes Medi-Tech earlier in July.
At a meeting held on July 28 Forbes Board of Directors concluded that the Pharmachem offer is on more favorable terms to Forbes' shareholders than the transaction with MHT and qualifies as a Superior Offer, as defined in the MHT Asset Purchase Agreement.
MHT has the right, but not the obligation, to make an offer at least as favorable to Forbes' shareholders within five business days. If MHT does not make another offer, the Board will consider, in consultation with its outside counsel, whether, it should withdraw its recommendation of the MHT Asset Purchase Agreement and Forbes should enter into a definitive agreement with Pharmachem.
Following the completion of the sale of all or substantially all of the assets of the company, Forbes intends on settling all of its contractual obligations, appointing a liquidator (Abakhan & Associates Inc.) to finalize and wind-up its affairs, and distributing the resulting net proceeds to its shareholders.
The Company previously announced that the expected proceeds of the distribution were Cdn $0.08 to Cdn $0.13 per share. If the company completes the sale of all or substantially all of its assets to MHT or Pharmachem at the purchase price set forth in the Pharmachem offer, the company expects that the net proceeds of the liquidation to be in the range of Cdn $0.14 to Cdn $0.19 per share.
The offer, which is not subject to a financing condition, exceeds the approximately $1.4 million purchase price described in the asset purchase agreement between MHT, LLC and Forbes Medi-Tech earlier in July.
At a meeting held on July 28 Forbes Board of Directors concluded that the Pharmachem offer is on more favorable terms to Forbes' shareholders than the transaction with MHT and qualifies as a Superior Offer, as defined in the MHT Asset Purchase Agreement.
MHT has the right, but not the obligation, to make an offer at least as favorable to Forbes' shareholders within five business days. If MHT does not make another offer, the Board will consider, in consultation with its outside counsel, whether, it should withdraw its recommendation of the MHT Asset Purchase Agreement and Forbes should enter into a definitive agreement with Pharmachem.
Following the completion of the sale of all or substantially all of the assets of the company, Forbes intends on settling all of its contractual obligations, appointing a liquidator (Abakhan & Associates Inc.) to finalize and wind-up its affairs, and distributing the resulting net proceeds to its shareholders.
The Company previously announced that the expected proceeds of the distribution were Cdn $0.08 to Cdn $0.13 per share. If the company completes the sale of all or substantially all of its assets to MHT or Pharmachem at the purchase price set forth in the Pharmachem offer, the company expects that the net proceeds of the liquidation to be in the range of Cdn $0.14 to Cdn $0.19 per share.
