DiaMedica Inc. (TSX VENTURE: DMA) ("DiaMedica"), a
biopharmaceutical company focused on a novel approach to treating
diabetes, is pleased to provide an update with respect to its
proposed acquisition (the "Acquisition") of Sanomune Inc.
("Sanomune"), a privately held biopharmaceutical company focused on
neurological conditions, and to announce details of its planned
public offering of units (the "Offering").
As previously disclosed, in order to avoid the cost and delay of
holding a shareholders meeting to consider the Acquisition,
DiaMedica made application to the Ontario Securities Commission
(the "OSC") for an order exempting DiaMedica from the requirements
of Part 5.3(2) of Multilateral Instrument 61-101 ("MI 61-101"),
and, in lieu of such requirements, to obtain the necessary
disinterested minority approval for the Acquisition (the "Minority
Approval") by obtaining the written consent of shareholders. The
requested order was issued by the OSC effective March 25, 2010.
DiaMedica is pleased to report that it has obtained written
consents to the Acquisition from shareholders representing
approximately 65% of the common shares of the company held by
parties eligible to vote for approval of the transaction under Part
8 of MI 61-101. This is in excess of the simple majority
requirement (i.e., 50%+1) set out in MI 61-101 for such Minority
Approval.
Final acceptance of the Acquisition by the TSX Venture Exchange
(the "TSX-V") is conditional upon completion of an offering with
proceeds of not less than $3,000,000 received from arm's length
investors.
The Company anticipates that the Sanomune Acquisition will be
completed in May, 2010.
About DiaMedica and Sanomune
DiaMedica is a biopharmaceutical company developing treatments
for diabetes, neurological and autoimmune diseases. Two of
DiaMedica's products, DM-71 and DM-99, have demonstrated human
efficacy in lowering blood sugar levels in diabetics based on a
novel nerve signaling mechanism.
Sanomune's lead compound, SAN-61, for the treatment of
Alzheimer's disease, has demonstrated neural protection (protects
brain cells) as well as the ability to trigger neural stem cell
proliferation (generates new brain cells). The Ottawa Centre for
Research and Innovation named both Sanomune and DiaMedica as a Top
10™ Canadian Life Sciences Company for 2009.
Following the completion of the Sanomune Acquisition, DiaMedica
intends to expand into neurological and autoimmune diseases with a
improved recombinant version of a protein that has demonstrated
neural protection properties as well as neural stem cell
proliferation properties. The protective and regenerative aspects
of the protein are broadly applicable to numerous indications
including Alzheimer's and Huntington's disease as well as type 1
diabetes. In addition, Sanomune is also developing a panel of
monoclonal antibodies targeting diabetes, Alzheimer's and leukemia
based on the inhibition of GSK3B.
For further information please visit www.diamedica.com.
Caution Regarding Forward-Looking Information
Certain statements contained in this press release constitute
forward-looking information within the meaning of applicable
Canadian provincial securities legislation (collectively, the
"forward-looking statements"). These forward-looking statements
relate to, among other things, DiaMedica's objectives, goals,
targets, strategies, intentions, plans, beliefs, estimates and
outlook, and can, in some cases, be identified by the use of words
such as "believe," "anticipate," "expect," "intend," "plan,"
"will," "may" and other similar expressions. In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances are
forward-looking statements. Specifically, this press release
contains forward-looking statements regarding matters such as, but
not limited to, the prospective Offering and the proceeds from the
Offering, the anticipated use of proceeds from the Offering,
regulatory approval of the Offering, and our other plans, estimates
and expectations, including the completion of our proposed
acquisition of Sanomune Inc. These statements reflect management's
current beliefs and are based on information currently available to
management. Certain material factors or assumptions are applied in
making forward-looking statements, and actual results may differ
materially from those expressed or implied in such statements.
Important factors that could cause actual results to differ
materially from these expectations include, among other things:
uncertainties and risks related to our ability to complete the
Offering, the availability of financing, risks and uncertainties
relating to the anticipated use of proceeds, changes in debt and
equity markets, uncertainties related to clinical trials and
product development, rapid technological change, uncertainties
related to forecasts, competition, potential product liability,
additional financing requirements and access to capital, unproven
markets, the cost and supply of raw materials, management of
growth, effects of insurers' willingness to pay for products, risks
related to regulatory matters and risks related to intellectual
property matters. Additional information about these factors and
about the material factors or assumptions underlying such
forward-looking statements may be found in the body of this news
release, as well as under the heading "Risk Factors" contained in
DiaMedica's 2008 annual information form. DiaMedica cautions that
the foregoing list of important factors that may affect future
results is not exhaustive.
When relying on DiaMedica's forward-looking statements to make
decisions with respect to DiaMedica, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. Such forward-looking statements are based on
a number of estimates and assumptions which may prove to be
incorrect, including, but not limited to, assumptions regarding the
availability of financing for research and development companies,
general business and economic conditions, and DiaMedica's ability
to complete its proposed acquisition of Sanomune Inc. These risks
and uncertainties should be considered carefully and investors and
others should not place undue reliance on the forward-looking
statements. Although the forward-looking statements contained in
this press release are based upon what management believes to be
reasonable assumptions, DiaMedica cannot provide assurance that
actual results will be consistent with these forward-looking
statements. DiaMedica undertakes no obligation to update or revise
any forward-looking statement. Additional risk factors, factors
which could cause actual results to differ materially from
expectations, and assumptions relating specifically to our proposed
acquisition of Sanomune Inc. may be found in our press release
dated February 18, 2010.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Contacts: DiaMedica Inc. Kevin Richardson, Ph.D 204.478.5605
204.453.3745 (FAX) krichardson@diamedica.com www.diamedica.com
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