The Jenex Corporation Signs Letter of Intent to Acquire Medical Device Assets
Toronto, Ontario--(Newsfile Corp. - November 2, 2017) - The Jenex Corporation (TSXV: JEN.H) ("Jenex" or the "Company"), a progressive medical device technology company, today announces that it has entered into a non-binding letter of intent ("LOI" or the "Proposed Acquisition") for two medical device products with established sales and cash flow (the "Acquisition Targets"). The Acquisition Targets have been sold worldwide under established brand names. The Acquisition Targets utilize thermal therapy to relieve cosmetic related acne and other topical related applications. The Acquisition Targets will remain undisclosed as the LOI is conditional upon the execution of a definitive share purchase agreement with an anticipated closing date of January 31st, 2018. The Proposed Acquisition will be subject to customary due diligence to be completed by December 31st, 2017.
Based on the unaudited financial statements for 2016 the Acquisition Targets have generated approximately USD $3.0 million of revenue and approximately USD $1,800,000 of free cash flow ("FCF"). If the Proposed Acquisition is completed a USD $750,000 cash payment is payable at closing and USD $1,500,000 payable in royalties over 3 years. The royalty of USD $1,500,000 will be discounted by USD $200,000 for total royalties payable in the amount of USD $1,300,000 if paid on or before June 30th, 2019. Upon successful completion of the Proposed Acquisition Jenex intends to utilize over CAD $6,900,000 in operating losses against future income generated from the Acquisition Targets.
Rob Fia, CEO, commented:
"We look forward to completing the Proposed Acquisition over the next 90 days which adds a substantial increase to our top line revenue and earnings. The Proposed Acquisition will be made at an attractive multiple to FCF and will be immediately accretive to Jenex upon closing. The Acquisition Targets provide a strategic fit to enhance our existing thermal therapy medical device offerings. We have identified a wide-range of synergies including potential new distribution channels for our existing product offerings and expect to identify additional opportunities as we complete our due diligence. We believe the Proposed Acquisition represents an ideal fit, creates value for shareholders and effectively builds off Jenex's core competencies."
Jenex is currently reviewing its options to finance the Proposed Acquisition through bank debt; a Debenture Offering; a Common Share Unit Offering or some combination of the above.
Jenex would like to report, further to the initial promising test results on the Zika Virus with our patent pending TherOZap™ technology, that additional test results are forthcoming. The Company will report results and further data as it becomes available.
Jenex is a progressive medical device technology company focused on providing consumers with quality medical devices that address their dermatological needs. Clear and healthy skin for all is at the core of Jenex's philosophy as is the belief that such outcomes should not be a privilege for only those who can afford costly procedures and treatments. The Company's breakthrough proprietary technology delivers effective, non-invasive and pain free skin care.
Jenex received a Class II medical device status from the FDA for its platform technology that is indicated for the relief of the pain, itch, and inflammation from over 20,000 different insect stings and bites, (including bees, wasps, hornets, mosquitoes, black flies and jellyfish). Jenex received approval for the above claims from FDA (United States) in 1997.
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance and include the Proposed Acquisition, and Acquisition Targets and laboratory tests involving TherOZap™, as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Company may not complete the Proposed Acquisition, laboratory tests involving TherOZap™, or commercialization or marketing of its products as described in this news on the timelines described and the Company may not attract capital in the future. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
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 press release.
For further information please contact:
The Jenex Corporation
CEO & Chairman
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