The Viropro Acquisition a Step Forward for CNC Shareholders
Central Network Communications Inc. (CNC) today provided further details and clarifications on the agreement announced December 18, 2003 for the sale of CNC's operations to Viropro Inc. (OTCBB:VPRO).
This transaction comes at a time when CNC, with technology showcases operating at customer sites and new business imminent, is ready to transition to its growth phase in the business and financial community.
All of CNC's operations are currently held by its wholly owned subsidiary, CNC Holdings Inc. Through the transaction, Viropro will issue 20 Million common shares to Central Network Communications Inc. in exchange for its shares of CNC Holdings Inc. This means that the CNC ("CNCW") shareholders will receive 20 Million free-trading shares of Viropro Inc. at the time of closing, issued pro rata to all shareholders of CNCW as a stock dividend. It is anticipated that Viropro will then have a total of approximately 24M shares outstanding once the acquisition process is completed.
The closing of the transaction will take place once due diligence is completed, a long-form purchase agreement is negotiated and the S-4 registration process and filing procedures are completed with the United States Exchange and Securities Commission (the "SEC"). Normally this process takes at least 3-4 months to complete from the date of the initial filing which is expected to occur in February.
Up until closure, both companies will continue to operate and trade their own stock as independent entities. Concurrent with the closing of the acquisition of the CNC operation, Viropro will name a Board of Directors which will appoint the Officers of the Company, including a President & CEO. The Company will be fully reporting with the SEC and, as such, will operate in full compliance with SEC rules and guidelines.
It should be noted that Albert Delmar, currently CEO and Director of CNC, has expressed that he does not plan to assume any role or position within Viropro once the acquisition is complete. He will, however, remain as a Director and Officer of CNC to see through the acquisition.
For personal reasons, Mr. Delmar has not been involved in day-to-day activities of CNC for the last six months although he is consulted by the company as required. Prior to that time the Board had designated Robert Egery and his management team to assume day-to-day responsibilities.
For the following reasons, the acquisition of CNC operations by Viropro, and being listed as a fully-reporting OTC Bulletin Board company, is widely seen as a very positive development for CNC shareholders:
-- Greater market and financial visibility
-- Broader access to capital markets and future financing (CNC is
already seeing increased interest from institutional
investors)
-- Improved liquidity and value for shareholders
-- Increased disclosure and visibility through Full Reporting
status
-- Tight control and accountability through the Board of
Directors
-- Potentially higher share price and thus higher company
valuation.
Robert Egery, President and COO of CNC, stated, "We would like to thank our shareholders for their support during this process. We are extremely pleased to be heading towards the OTC Bulletin Board and will continue to forge ahead with our strategic objectives which include building our sales base and seeking acquisitions and strategic alliances. Through all this, we remain focused on implementing strategies to meet our financial objectives and create maximum value for our shareholders."
About Central Network Communications (CNC) Inc.
Central Network Communications Inc. develops and markets proven, innovative management solutions for the Healthcare sector. Headquartered in Montreal, Central Network Communications is a public company listed on the OTC Other market under the ticker symbol CNCW. For more information, visit www.cncinc.ca.
CNC's Safe Harbour Statement
Except for any historic information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties, which are subject to section 27A of the Securities Act of 1933 and section 21E of the Exchange Act of 1934, and are subject to safe harbor created by these sections. Any statements that express or involve discussions with respect to predictions, beliefs, plans, projections, objectives, goals, assumptions of future events or performances are not statements of historical fact and may be "forward looking statements". Forward looking statements in this release may be identified through the use of such words as "expects", "anticipates", "estimates", "believes", or statements indicating certain actions "may", "could", or "might" occur. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements, which involve numerous risks and uncertainties, including the Company's ability to market its products and services in a competitive environment as well as other factors.
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