Helix BioPharma Corp (TSX:HBP) (OTCMKTS:HBPCF) said Friday it has entered into a non-binding term sheet to divest the remaining shares it holds in its Polish subsidiary Helix Immuno-Oncology SA (HIO), representing about 51% of the issued and outstanding shares of HIO.
Under the term sheet, Helix said it has accepted a non-binding offer from CAIAC Fund Management AG in its capacity as designated trustee of an Alternative Investment Fund that is currently in the process of being established and authorized by the Financial Market Authority in Liechtenstein (FMA).
The terms of the offer provide for Helix to sell its remaining holdings in HIO for gross proceeds of up to PLN6,700,000 (C$2.3 million), according to a statement.
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The transaction is scheduled to close on August 31, 2020, and is subject to a number of conditions, including the approval of the fund by the FMA; the raising of a minimum PLN7,300,000 (C$2.5 million) by the fund as well as regulatory approval of the transaction, if required.
Helix has also approved an increase in share capital of HIO and the issuance of up to 2,200,000 Series B ordinary shares in the capital of HIO to enable it to issue up to 2,200,000 series B ordinary shares by way of a private placement financing for aggregate gross proceeds of approximately PLN2,970,000 (C$1.02 million). Assuming the successful completion of the placement, Helix’s stake in HIO is expected to decrease to about 42.5 % of the outstanding shares of HIO.
In addition, Toronto-based Helix has entered into agreements with HIO to cancel C$2.7 million in intercompany debt owed to Helix by HIO.
As part of the debt cancellation agreements, Helix and HIO have agreed to terminate both the BiphasixTM asset transfer agreement and the V-DOS47 license agreement. As a result, all transferred assets related to BiphasixTM and V-DOS47 have been automatically re-assigned and transferred from HIO back to Helix without any formality. And Helix has also ceased funding HIO with immediate effect.
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