Polydex Pharmaceuticals Limited and BioSpectra Inc. Announce Business Combination

2023-04-28

Polydex Pharmaceuticals Limited (OTC Pink: POLXF) (the “Company” or “Polydex”) announced today that it has entered into a Plan of Arrangement agreement (the “Arrangement Agreement”) whereby BioSpectra, Inc. and BioSpectra Canada, Ltd (together, “BioSpectra”) will acquire all of the outstanding common and preferred shares of the Company for total consideration of $6,940,000, of which US$6,924,980.02 will be paid for 3,432,478 common shares outstanding and US$15,019.98 will be paid for 899,400 Class B Preferred shares outstanding. The price per common share is US$2.017.

Under the Arrangement Agreement the transaction will be effected pursuant to a statutory plan of arrangement (the “Arrangement”) under section 182 of the Ontario Business Corporations Act (the “OBCA”). The Arrangement will result in each issued and outstanding share of Polydex being deemed transferred to BioSpectra by each Polydex shareholder, without any further act or formality on the part of the Polydex shareholder, and each Polydex shareholder shall receive the Consideration in exchange for their shares.

The Board of Directors of the Company has received a fairness opinion from Evans & Evans, Inc., an independent consultant that provides business valuations. The fairness opinion supports the terms of the Arrangement and the Consideration as fair to the Company’s shareholders. The Board has approved the Arrangement and the Arrangement Agreement.

The Company will seek an interim order approving the deal from the Ontario Court of Justice. Following receipt of a favorable interim order, the Company will call a meeting of shareholders to obtain shareholder approval. Shareholders will receive a Notice of Meeting and Information Circular prior to such meeting. The Board of the Company unanimously recommends approval of the transaction.

If the Arrangement is approved by shareholders at the shareholder meeting, the Company will then seek a final order from the Ontario Court of Justice approving the Arrangement and authorizing its closing.

George Usher, the President and CEO of Polydex commented that “We are extremely pleased with the transaction we have struck with BioSpectra. This transaction comes as a conclusion to a long process undertaken by the Board to enhance shareholder value. We have studied multiple options and believe this is the best one for our shareholders.”

Polydex, based in Toronto, Ontario, is engaged in the manufacturing of bulk pharmaceutical intermediates for the worldwide veterinary pharmaceutical industry and also the development, manufacturing and marketing of biotechnology-based products for the human pharmaceutical market. The Company focuses on the manufacture and sale of Dextran and derivative products, including Iron Dextran and Dextran Sulphate and other specialty chemicals. The Company conducts its business operations through its two wholly-owned subsidiaries/divisions.

The manufacture and sale of Dextran and derivative products is conducted through Dextran Products and Chemdex Inc. which is incorporated in the State of Kansas, United States.

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Chemdex, Inc.