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PRESS RELEASE

IMAGIN Diagnostic Centres Commences Tender Offer for Laser Rejuvenation Shares (LRC.a-TSX Venture Exchange) at $0.22 per Share Plus 1 LRC.a Warrant for Each 2 LRC.a Shares Tendered

TORONTO-August 19, 2003-IMAGIN Diagnostic Centres, Inc. (“IMAGIN”) announced today that it has notified the Laser Rejuvenation Clinics, Inc. (“LRC.a” or “Laser”) Board of a $0.22 per share bid plus a LRC.a warrant for each 2 LRC.a shares tendered which is superior to a $0.155 outstanding offer from a LRC.a insider which expires at 5:00 pm Calgary time on August 20, 2003.

Significantly, IMAGIN through an affiliate has mailed a bid to Laser shareholders (LRC.a-TSX Venture Exchange) to purchase 436,500 shares of LRC.a common shares (does not include 163,500 LRC.a shares already owned by IMAGIN). The total position will represent a 600,000 LRC.a share position or 33% of Laser’s 1,810,312 shares outstanding and over 40% of the LRC.a shares not owned by Dr. Tom Woo, the founder/control shareholder and a competitive bidder.

The IMAGIN tender offer represents a firm commitment to purchase the LRC.a shares for $0.22 per share in cash plus 1 warrant to buy 1 LRC.a common stock for each 2 LRC.a shares tendered. Warrants will have an exercise price of $0.50 for a period ending on October 31, 2004 subject to certain call features. IMAGIN will deposit the shares underlying the warrants pending exercise, in escrow with Heritage Trust, the depositor. The tender offer will close on September 25, 2003.

Cynthia Jordan, an IMAGIN Director stated, “Laser Rejuvenation is a public company in good standing with a tax loss carry forward of over $4 million. LRC.a shareholders are being asked by the control shareholder to allow him to take the company private at a total market value of $280,000. LRC.a as early as April 1998 had a total market value of $27 million. Shareholders of Laser Rejuvenation, in which IMAGIN holds 163,500 shares, should be allowed to realize future values in the stock market. IMAGIN is paying $0.22 per share in cash for 436,500 shares (not including the 163,500 shares already owned) and is giving each LRC.a shareholder a future play through its warrant plan to buy 1 LRC.a share for each 2 LRC.a shares tendered. IMAGIN plans to influence Laser Rejuvenation to participate in the future introduction of PET (“Positron Emission Tomography”) scanning into Canada, a technology that is saving the lives of cancer patients around the world except in Canada.

PET has also shown dramatic life-saving results in the diagnosis and treatment of heart disease and Alzheimer’s. IMAGIN plans to influence Laser to become profitable and to use the tax loss carry forward of $4 million for the benefit of all shareholders.

The Laser ‘Independent Committee’ holds “over the head” of current shareholders, a break-up or pre-acquisition agreement that the Board privately negotiated with the control shareholder before he made his inadequate $0.155 bid. The independent committee describes the payment of this termination fee as “financially devastating for Laser”. The committee negotiated a break-up fee payable to the control person of Laser, of 92% of the Laser market capitalization on the date of negotiation. IMAGIN thinks that a break-up fee negotiated with a control party which leaves a company financially strapped and one of the largest percentage break-up fees on record, is egregious.

IMAGIN has read the break-up agreement and calls for the independent committee (one-man; a long-term director) to follow the letter of the agreement that allows the break-up fee not to be paid if a superior bid is made.

IMAGIN expects the LRC.a Board to make a press release that the IMAGIN bid is clearly superior but because of the agreements that it has made with the Company’s founder, the one man committee is not allowed to recommend it.

The LRC.a Directors hold to their position of recommending an inferior bid by relying on an independent valuation which was commissioned by the bidder and the company. The valuation did not give a value to Laser as an ongoing public company influenced by shareholders in a minority position with a quest to optimizing the tax loss carry forward of in excess of $4 million. The high end of the independent valuation range was $0.10 per share or $180,000. IMAGIN contends that a public vehicle cannot be acquired for such a low amount.

If IMAGIN is successful in obtaining representation on the Laser Rejuvenation Board, IMAGIN intends to use its best efforts to raise significant capital in order to finance Laser’s potential entry into the PET Scanning Centre business and potentially the radiopharmaceutical manufacturing business.

IMAGIN hopes that the LRC.a Board and its one man independent committee will allow the LRC.a shareholders to accept a superior $0.22 per share bid over the $0.155 per share which they are currently recommending. All tendering shareholders will also receive _ LRC.a warrant in order to give them a play in the future success of Laser. IMAGIN hopes to hear directly from the independent committee on his position. Currently the offer is being made only to residents of Ontario, Alberta, and British Columbia.

The Depository for the IMAGIN offer, Heritage Trust, can be reached at 4 King Street West, Suite 1320 Toronto M5H 1B6, Telephone, (416) 363-1240, FAX: (416) 864-0175.

IMAGIN Diagnostic Centres, Inc. is a closely-held developmental stage company dedicated to being the leader in bringing PET (“Positron Emission Tomography”) and PET/CT (“Computed Tomography”) technology to Canadians. IMAGIN is negotiating joint ventures with private imaging centers and hospitals for the financing, installation and management of PET scan facilities across Canada. IMAGIN has a control position in Scans For Life, an early-stage marketing company focused on the patient acquisition function for CT and PET scans in the USA. IMAGIN is negotiating various transactions in order to establish a foothold in multiple Canadian markets. IMAGIN is located in Toronto, Ontario

RETURN TO IMAGIN PRESS RELEASE ARCHIVES 2003

 
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