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VANCOUVER, BC, Dec. 11,
2024 /CNW/ - Principal Technologies Inc. (the
"Company" or "Principal") (TSXV: PTEC) (FSE: J07), is
pleased to announce that, on December 11,
2024, it signed an arm's length non-binding letter of intent
("LOI") to acquire a controlling interest in the equity of
Syndermix AG ("Syndermix"). Syndermix is a Swiss based
medical research and applications developer with 100% interests in
three significant medical technologies (the "Medical
Assets"). A summary of Syndermix and the LOI is as follows:
- The Company will purchase a total 70.7% equity interest in and
all loans to Syndermix from two arms-length sellers in a
transaction valued at $44
million.
- The purchase price for the 70.7% equity interest will be
satisfied by the issuance of loans to the sellers totaling
$15.3 million and the issuance of
36,000,000 common shares of Principal valued at $0.50 per share.
- The Company will also purchase at face value a loan receivable
for $10.7 million from a seller for
inter-company amounts due from Syndermix. At closing, Syndermix
will have no other debt and a working capital of nil.
- The total $26 million of loans
will bear interest at 5% per annum and mature four years after
issuance. The payment of accrued interest is deferred until loan
maturity. Payment of any loan interest or principal will be limited
to the net cash flow from operations generated by Syndermix from
the Medical Assets.
- As a result of the acquisition, ESGTI AG will become a major
shareholder of the Company. ESGTI AG is a diversified investment
conglomerate. For the past four years, ESGTI AG and its affiliates
have funded Syndermix and with an enviable team of researchers and
medical advisors developed the Medical Assets.
- The three proprietary medical assets of Syndermix, BioEleSonic,
Noxogen Therapeutics and TheraLect are at various stages of
development and commercialization and a brief overview is as
follows:
- BioEleSonic has developed a globally patented and
design-protected device which is the first drug-free, non-invasive
and connected treatment that provides targeted, rapid relief from
nasal congestion and related pain. www.bioelesonic.com.
- Noxogen Therapeutics focuses on innovating ways to harness the
therapeutic properties of nitric oxide (NO) for the non-invasive,
topical treatment of systemic and dermatological conditions and
their symptoms. https://noxogen.com.
- TheraLect leverages the antimicrobial properties and healing
activities of Lectins (protein) found in plants to manage symptoms
and treat human disease. The organization's proprietary technology
platform, rooted in cutting-edge DNA technology, is a novel
recombinant plant lectin with positive Phase IIa, resulting in
epithelial healing. www.esgti.com/portfolio/theralect.
The acquisition is subject to the Company's final due diligence,
the negotiation and execution of definitive agreements and the
requisite Board of Directors and TSX Venture Exchange
("TSXV") approvals. Subject to shareholder approval and TSXV
approval, with the closing of the acquisition, ESGTI AG is expected
to become a new Control Person of the Company as it will hold
approximately 44% of the issued and outstanding common shares after
closing.
Jerry Trent, CEO of Principal, said "The
purchase of Syndermix is a transformational opportunity for
Principal. Syndermix has developed three proprietary medical assets
with a current estimated risked present value in excess of
$58 million. Our due diligence team
has been analyzing each asset, its current state of development and
the projected timeline and funds required to commercialization. We
believe one of these assets may be ready for commercialization
within a few years and has significant near-term upside for
Principal. We also continue to evaluate attractive opportunities in
the medical technology and pharmaceutical areas and will keep
shareholders apprised of our progress in purchasing suitable
opportunities on terms beneficial to our shareholders."
Vivostat Update
The Company reports that it is actively pursuing the closing of
the Vivostat A/S ("Vivostat") acquisition as further
outlined in its press releases of February
6 and September 10, 2024. This
acquisition has received the conditional approval of the TSXV.
Closing has been delayed pending receipt of nine million euros to close the acquisition.
About Principal Technologies
Principal Technologies Inc. is a Canadian-based
healthcare acquisition company. The Company is engaged in
building a portfolio
of profitable healthcare technology companies with a focus on those with global
distribution potential which have intellectual property capable of
enhancing medical treatment quality, cost efficiency, optimization
of the patient pathway, and implementation of point of care
technologies.
ON BEHALF OF THE BOARD
Jerry Trent,
Chief Executive Officer
Principal Technologies Inc.
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 release.
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, including in relation to the completion of the
acquisitions of Syndermix and Vivostat, completion of due
diligence, negotiation and execution of definitive agreements,
receipt of all requisite Board of Director and TSXV approvals are
forward-looking statements and are based on expectations, estimates
and projections as at the date of this news release. Any statement
that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking statements.
These forward-looking statements are based on reasonable
assumptions and estimates of management of the Company at the time
such statements were made. Actual future results may differ
materially as forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to materially
differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors, among other things, include: the absence of material
changes with respect to the Company and its businesses;
fluctuations in general macroeconomic conditions; fluctuations in
securities markets; fluctuations in currency markets (such as the
Canadian dollar to United States
dollar exchange rate); change in national and local government,
legislation, taxation, controls, regulations and political or
economic developments; the successful negotiation and execution of
definitive documentation and the receipt of all requisite
approvals. Although the forward-looking statements contained in
this news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure its shareholders that actual results will
be consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended.
Readers should not place undue reliance on the
forward-looking statements and information contained in this news
release. Except as required by law, the Company assumes no
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by law.
SOURCE Principal Technologies Inc.
