Covalon Technologies Ltd. announces the Closing of Qualifying Transaction
December 21, 2004
TORONTO, ONTARIO--(CCNMatthews - Dec. 21, 2004) - COVALON TECHNOLOGIES
LTD. (formerly Seder Capital Corp.) (TSX VENTURE:SCP.P) ("CTL" or
"Seder"), a capital pool company, today announced the closing of the
previously announced acquisition by Seder of Covalon Technologies Inc.
("CTI"), a Toronto area based medical biomaterial company. The
acquisition is Seder's qualifying transaction (the "Qualifying
Transaction") pursuant to the policies of the TSX Venture Exchange (the
"Exchange"). The Qualifying Transaction remains subject to CTL
satisfying the final conditions of the Exchange.
On December 21, 2004, Seder acquired approximately 11.57 million issued
and outstanding common shares of CTI ("CTI Shares") and approximately
$1.34 million principal amount of convertible debentures of CTI ("CTI
Convertible Debentures") by issuing common shares of CTL ("CTL Shares")
to the holders of issued and outstanding CTI Shares, and CTL Shares and
Series II Warrants ("CTL Series II Warrants") to the holders of issued
and outstanding CTI Convertible Debentures on the basis of 2.2 CTL
Shares for each CTI Share tendered and 3384.6 CTL Shares and 769.2 CTL
Series II Warrants for each $1,000 principal amount of CTI Convertible
Debentures tendered. In addition, Seder issued replacement options and
warrants to holders of options and warrants of CTI who surrendered such
securities to Seder. The replacement options and warrants issued by
Seder are substantially similar to the options and warrants of CTI
surrendered, except in respect of the number of common shares to which a
holder is entitled upon exercise, which term was modified to give effect
to the Qualifying Transaction. Research Capital Corp. acted as sponsor
for the Qualifying Transaction.
After completion of the Qualifying Transaction, CTL will hold 100% of
the issued and outstanding shares of CTI.
On December 17, 2004, at a meeting held prior to the closing of the
Qualifying Transaction, the shareholders of Seder elected Michael Aron,
Frank DiCosmo, Gary German, William Jackson, Jacques Lemmetti and G.
Michael Newman to the board and approved changing the name of Seder to
Covalon Technologies Ltd., changing its auditors from Schwartz Levitsky
Feldman LLP to BDO Dunwoody LLP, the current auditors of CTI, and moving
its registered office from Richmond Hill, Ontario to Mississauga,
Ontario all of which became effective upon the closing of the Qualifying
Transaction.
Immediately following the closing of the Qualifying Transaction, there
were 37,009,593 CTL Shares issued and outstanding.
The board of directors of CTL intends to grant an aggregate of 1,386,674
options to acquire CTL Shares, exercisable at any time on or before the
fifth anniversary of the date of grant at an exercise price of $0.30 per
share, to certain directors, officers, employees and consultants of CTL
as disclosed in the Filing Statement of Seder dated December 9, 2004.
Further information with regard to the Qualifying Transaction is
contained in the Filing Statement of Seder dated December 9, 2004 which
may be found on SEDAR at www.sedar.com
The CTL Shares will remain halted pending final Exchange approval of the
Qualifying Transaction and the issuance by the Exchange of the Final
Exchange Bulletin at which time CTL's trading symbol will become "COV".
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release. The TSX
Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved of the contents of
this release.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release. The TSX
Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved of the contents of
this release.
For further information please contact: William Jackson
Chief Financial Officer
Covalon Technologies Ltd.
T: (905) 568-8400
F: (905) 568-5200
www.covalon.com
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