GUELPH, ON, Aug. 5, 2021 /CNW/ - BIOREM Inc. (TSXV: BRM)
("Biorem" or "the Company") today announced that its independent
directors have approved, subject to regulatory and disinterested
shareholder approval, the purchase for cancellation of 23,434,121
common shares at $0.5256 per common
share from TPFG Environment Investment Limited ("TPFG") for an
aggregate purchase price of $12,316,974 (the "Share Repurchase"). Mr.
Ken Chen and Ms. Wei Han, who are both directors of Biorem and
employees of affiliates of TPFG recused themselves from all board
discussions in respect of the Share Repurchase and did not vote on
the matter. Upon completion of the Share Repurchase both Mr.
Chen and Ms. Han will resign as directors of the Company.
The proposed Share Repurchase, if approved, is expected to be
financed through the use of a portion of the Company's existing
cash reserves and the proceeds from the issuance of $5 million in term debt.
Upon completion of the Share Repurchase, the Company will have
15,477,437 issued and outstanding Common Shares.
"The purchase price negotiated with TPFG was based on the 90 day
weighted average trading price of Biorem common shares" said
Derek Webb, President and CEO of
Biorem. "We believe that the purchase and cancellation of this
large block of shares will result in significant long term
accretion of earnings per share and share value to Biorem
shareholders."
A Special Meeting of Shareholders for shareholders of record as
of August 16, 2021 has been scheduled
for Thursday September 16, 2021. All
shareholders of Biorem, except TPFG, will be eligible to vote at
the Special Meeting. A Notice of Meeting and
Information Circular will be mailed to shareholders within the next
two weeks. As TPFG is a resident of the British Virgin Islands, the Share Repurchase
does not constitute an "issuer bid" under the Securities Act
(Ontario).
About BIOREM Inc.
BIOREM is a leading clean technology company that designs,
manufactures and distributes a comprehensive line of
high-efficiency air emissions control systems used to eliminate
odors, volatile organic compounds (VOCs), and hazardous air
pollutants (HAPs). With sales and manufacturing offices across the
continent, a dedicated research facility, a worldwide sales
representative network and more than 1,600 installed systems
worldwide, BIOREM offers state-of-the-art technology-based products
and peace of mind for municipalities, industrial companies and
their surrounding communities. Additional information on Biorem is
available on our website at www.biorem.biz.
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SOURCE Biorem Inc.