NanoEnTek Inc. agreed to acquire remaining 92.85% stake in Bio Focus Co., Ltd. from Jung-Gu Seo and other sellers for KRW 5.8 billion.
March 15, 2015
Share
NanoEnTek Inc. (KOSDAQ:A039860) agreed to acquire remaining 92.85% stake in Bio Focus Co., Ltd. from Jung-Gu Seo and other sellers for KRW 5.8 billion on March 16, 2015. Under the terms of the transaction, the exchange ratio is 1:3.0049860. NanoEnTek Inc. will issue 0.85 million shares. The agreement was signed on March 17, 2015. Bio Focus Co., Ltd.'s Chief Executive Officer Jung-Gu Seo 0.24 million shares will be locked-up for 6 months from the listing date. For the year ending 2014, Bio Focus reported total assets of KRW 9.01 billion and shareholders' equity of KRW 4.6 billion. The transaction is subject to approval of Board of NanoEnTek Inc. in a meeting to be held on August 10, 2015 and approval of shareholders of Bio Focus Co., Ltd in a meeting to be held on August 10, 2015. The swap transfer date is May 28, 2015. The scheduled delivery date of new share certificates is June 11, 2015. The scheduled listing date is June 12, 2015. Board of Directors of NanoEnTek Inc. made a resolution in favor of the transaction on March 16, 2015.
As of May 8, 2015, exchange ratio was amended from 1:2.7861152 to 1:2.8394774. NanoEntek, Inc's will issue 0.8 million shares. Bio Focus Co., Ltd.'s Chief Executive Officer Jung-Gu Seo 0.23 million shares will be locked-up for 6 months from the listing date. The swap transfer date is June 30, 2015. The scheduled delivery date of new share certificates is July 14, 2015. The scheduled listing date is July 15, 2015. As of May 28, 2015, the stock swap date is July 31, 2015 and scheduled listing date is August 14, 2015.
As of June 16, 2015, the exchange ratio has been changed to 2.4907133. NanoEnTek Inc. will issue 0.7 million shares. As of June 25, 2015, the stock swap/transfer date has been changed from July 31, 2015 to September 11, 2015, scheduled delivery date of new share certificates has been change from August 13, 2015 to September 24, 2015, and scheduled listing date has been changed from August 14, 2015 to September 25, 2015.
As on July 22, 2015, terms of the transaction were revised. As per revised term, exchange ratio is now 2.4056195. On August 10, 2015, the deal got the approval of the shareholders of Bio Focus.
NanoenTek,Inc. is a Korea-based company mainly engaged in the manufacturing of point of care testing (POCT) medical equipment and biotechnology research equipment. The Companyâs products consist of Countess, EVE and ADAM, which are cell counting systems; NEON, which are gene delivery systems; JuLI, which are fluorescence microscopes, and chips, which are consumables of cell counting systems. It also provides diagnostic medical equipment, such as FREND systems, which are quantitative immunoassay analyzing devices; ADAM-rWBC, an analytical device for counting the number of residual white blood cells (rWBCs) in leukoreduced blood products, and others. The Company distributes its products within domestic market and to overseas markets.
NANOENTEK, INC. 
