Aug 6 2010
Rodocanachi Capital Inc. ("Rodocanachi") (TSX VENTURE:ROD.P), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "Exchange")), is pleased to announce that it has entered into a letter of intent dated August 4, 2010 (the "Agreement") with Axcelon Biopolymers Corp. ("Axcelon"), to pursue a possible business combination transaction (the "Proposed Transaction") with Axcelon and its shareholders.
If the Proposed Transaction is completed as currently envisioned (the "Closing"), Rodocanachi would acquire all of the issued and outstanding common shares in the capital of Axcelon (the "Axcelon Shares") in exchange for the issuance of an aggregate of 50,000,000 of common shares in the capital of Rodocanachi (the "Rodocanachi Shares") at a price per Rodocanachi Share equal to $0.10 (on the basis of an exchange ratio of 6.48 Rodocanachi Shares for each one Axcelon Share). Immediately after the Closing and as a result of the Share Exchange, (i) Axcelon would be a direct, wholly-owned subsidiary of the Resulting Issuer (the "Resulting Issuer" being Rodocanachi immediately after the Closing), and (ii) the Axcelon Shareholders will collectively exercise control over the Resulting Issuer. The parties, along with their advisors, will consider and confirm that a share exchange is the most effective means to structure and consummate the Proposed Transaction.
Source: http://www.axcelonbp.com/