MONTREAL, QUEBEC, May 19, 2004 (CCNMatthews via COMTEX) -- Dupont Capital Inc. ("Dupont") (TSX Venture: DPN.P) announces that on May 17, 2004, Dupont and Advitech Solutions Inc. ("Advitech") executed an Amalgamation Agreement (the "Amalgamation Agreement") for the amalgamation of their respective companies (the "Amalgamation"), as per the terms of the memorandum of understanding entered into on March 12, 2004. It is anticipated that the company resulting from the Amalgamation ("AmalCo") will be known as Advitech Inc. and the Amalgamation will constitute the Qualifying Transaction for Dupont within the meaning of Policy 2.4 of the TSX Venture Exchange ("Exchange").
Pursuant to the Amalgamation Agreement, the shareholders of Advitech will receive 5.8 common shares of "AmalCo" for every share owned, and the shareholders of Dupont will receive 1 common share of Amalco for each common share owned.
The Amalgamation is subject to the completion of a public offering of securities by way of prospectus of a minimum of $3 million before July 15, 2004. Pursuant to an engagement letter executed on March 12, 2004, Desjardins Securities Inc. has agreed to act as agent for the public offering.
The Amalgamation is also subject to the approval of Advitech and Dupont shareholders. Shareholders Meetings of both Dupont and Advitech will be held on June 16, 2004. A Joint Information Circular is expected to be mailed on May 20, 2004.
Advitech is involved in the research, development and marketing of nutraceutical technologies and products. Advitech is a recognized leader in the area of bioactive peptides derived from milk proteins. Its key focus areas are in the fields of immunology and inflammatory processes. The company has 15 employees, with more than half of its staff engaged in research and development activities at its facility at Universite Laval in Quebec City.
Advitech is currently engaged in an open label clinical study to determine the safety and efficacy of the XP828L, an oral treatment for mild to moderate psoriasis. This open study is being conducted by Dr. Yves Poulin, a leading dermatologist, who has participated as principal investigator in more than 50 clinical studies on psoriasis.
Psoriasis is a common immune-mediated chronic skin disease that comes in different forms and varying levels of severity. Most researchers now conclude that it is an auto immune disorder. This disease affects more than 4.5 million adults in the United States, and its prevalence in other countries can reach between 2-3% of the total population. The market for psoriasis treatments in the United States alone is estimated at $US 1.0 billion ("Skin Disorders, New Horizons for Psoriasis Management", Script Report, March 2003).
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to Exchange acceptance, Dupont shareholders approval, Advitech shareholders approval and completion of a proposed offering for an amount of $3 million before July 15, 2004. The transaction cannot close until the required regulatory approvals pursuant to laws, regulations and applicable policies are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.