From the Experts
SIP Trunking News
[August 27, 2008]
Axiotron Corp.: Axiotron Completes Equity/Debt Financings and Closes Qualifying Transaction
(M2 PressWIRE Via Acquire Media NewsEdge)
Toronto, Ontario CANADA -- Axiotron Corp. (AXO - TSX Venture),
("Axiotron"), formerly Vendome Capital Corp. ("Vendome") (TSXV: VCC-H),
a capital pool company (the "CPC"), today announced that it has closed
its previously announced planned acquisition of all of the voting
common shares and 1,476,360 (28.14%) non-voting common shares of El
Segundo, California-based, Axiotron, Inc. ("Axiotron US"). This
acquisition constitutes Axiotron's capital pool qualifying transaction
pursuant to the policies of the TSX Venture Exchange Inc. (the
"Exchange"). Upon the Exchange's issuance of its final exchange
bulletin approving the qualifying transaction (the "Final Exchange
Bulletin"), Axiotron will cease to be a CPC, its trading symbol on the
Exchange will change to "AXO" and Axiotron US will become a subsidiary
Axiotron completed the acquisition of Axiotron US - an established
high-tech solution hardware manufacturing company, an Apple Premier
Developer and the maker of the Modbook, the one and only tablet Mac
solution - through the issuance of 3,963,106 common shares and
10,121,436 class B shares from its treasury (at a deemed price of $0.54
per Axiotron common share and $0.0037 per class B share) in exchange
for all of the voting shares and 1,476,360 non-voting common shares of
Axiotron US. The previous shareholders of Axiotron US will retain
3,770,500 Axiotron US non-voting common shares, and will have the right
to receive one Axiotron common share in exchange for one class B share
of Axiotron and 0.37253 Axiotron US non-voting common shares. The total
deemed value of the transaction is $7.6 million.
Axiotron also announced the closing of a concurrent equity private
placement offering and a concurrent debt private placement offering
(the "Offerings") with the issue of 4,481,951 units in the capital of
Axiotron (the "Equity Units") at a price of $0.50 per Equity Unit for
$2,240,976 and $2,218,663 of 12% secured convertible debentures (the
"Debentures"), raising aggregate gross proceeds of $4,459,639. Each
Equity Unit consists of one common share of Axiotron (an "Axiotron
Share") and a warrant to acquire one Axiotron Share at a price of $0.60
during the 36-month period following the date of issuance of the Final
Exchange Bulletin. The Debentures have a term of 13 months and are
convertible into Axiotron Shares at the option of the holder at any
time prior to maturity at a price of $0.60 per Axiotron Share. Each
$1,000 principal amount of Debentures was accompanied by 583.33
warrants in the capital of Axiotron (the "Debenture Warrants"). Each
Debenture Warrant entitles the holder thereof to acquire one Axiotron
Share at a price of $0.60 for a period of 36 months following the date
of issuance of the Final Exchange Bulletin.
The Equity Units financing was completed via Axiotron Canada Inc.,
which will be a wholly-owned subsidiary of Axiotron.
The banking syndicate group (the "Agent") - comprised of Fraser
Mackenzie Limited, D&D Securities Inc. and M Partners Inc., with Fraser
Mackenzie as lead agent for the Offerings - was paid a cash commission
of $265,374 and granted 510,747 broker warrants. Each broker warrant
entitles the holder to purchase one additional common share of Axiotron
for a period of two years from the date of issuance of the Final
Exchange Bulletin at a price of $0.50 per common share ("Broker
Warrants"). Concurrent with closing, the Agent subscribed for 510,747
Equity Units at a price of $0.50 per Equity Unit, representing an
investment in Axiotron of $255,373. Other fiscal agents were paid a
cash commission of $39,712 and granted 79,424 Broker Warrants.
In addition, Leede Financial Markets Inc., who acted as financial
advisors to Vendome, will receive 300,000 warrants with an exercise
price of $0.54. Of the warrants, 250,000 will expire six months from
the date of the issuance of the Final Exchange Bulletin and 50,000 will
expire 18 months from that date.
Axiotron will also be granting a total of 709,250 incentive stock
options to directors, officers and employees, where the holder of each
option will be entitled to purchase one common share of Axiotron at an
exercise price of $0.54 for a period of five years.
Axiotron will use the net proceeds from the Offerings primarily to
further its business objectives, namely to finance the production of
the Modbook and for other general working capital purposes, as well as
for the development and acquisition of new products and technologies.
With the completion of the qualifying transaction the management of
Axiotron will be comprised of: Andreas Haas, co-founder, President &
Chief Executive Officer, and a director of Axiotron US, who assumes the
position of CEO of Axiotron, succeeding James Turner, who held the
position of CEO of the capital pool company (CPC); Claude Ayache,
formerly the President & Chief Financial Officer of the CPC, who
becomes the CFO of both Axiotron and Axiotron US; and Dr. Kumiko Haas,
co-founder and former Chairman of the Board and a former director of
Axiotron US, who will serve as the Corporate Secretary of Axiotron.
Axiotron's Board of Directors now comprises: Mark Lawrence, who will
serve as Chairman; Messrs. Ayache, Haas and Turner; and Takahiro
Tomiki. The Board of Directors would like to thank Mr. Anthony
Roodenberg - who has resigned his position on Axiotron's Board of
Directors - for his ongoing dedication to this transaction.
"The Exchange's CPC program has proved to be advantageous in achieving
our financing objectives," said Mr. Haas. "With Axiotron on a solid
financial footing, the company can focus on meeting production targets
and on our product development efforts."
"Completing this transaction in a time of market turbulence is an
indication of the quality of the team involved in our transaction and
the exceptional support we've had from the investment bankers," said
Mr. Ayache. "This is an exciting project to be a part of."
Upon the issuance of the Final Exchange Bulletin Axiotron share capital
will be comprised of the following:
- 11,743,682 common shares and 10,121,436 class B shares issued and
outstanding, for a total of 21,865,118 equivalent common shares;
- 11,215,737 warrants; and
- 1,138,303 incentive stock options.
In addition, there will be 1,409,300 incentive stock options
outstanding at the Axiotron US level, which upon exercise will be
converted automatically into common shares of Axiotron.
Additional information concerning the qualifying transaction may be
found in Vendome's Filing Statement dated May 30, 2008, on SEDAR at
A high-tech solution hardware manufacturing company and an Apple
Premier Developer, Axiotron (http://www.axiotron.com) is the maker of
the Modbook(TM), the one and only tablet Mac solution. Following its
unique vision of Customizing Your World(TM), Axiotron is dedicated to
becoming a leading high-tech innovator through the conception and
development of intriguing digital lifestyle products. In addition,
Axiotron offers its product development expertise to companies in need
of custom hardware solutions. Founded in January 2005, Axiotron is a
publicly traded company listed on the Toronto TSX Venture Exchange
(TSXV: AXO) with headquarters in El Segundo, California.
The TSX Venture Exchange has in no way passed upon the merits of the
transaction and has neither approved nor disapproved the contents of
Source: Axiotron Corp. (AXO - TSX-V))
CONTACT: Claude Ayache, Axiotron, Inc
Tel: +1 416 667 0909
Andreas Haas, Axiotron Corp,
Tel: +1 310 426 2670
Fax: +1 310 426 2621
Filing Services Canada Inc
Tel: +1 403 717 3898
Fax: +1 403 717 3896
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