The Direction of H2O Innovation, Inc. (H2O) announced the completion of the acquisition of all the outstanding shares of BIOSOR Technologies, Inc. (Biosor). The transaction was made following the announcement, as of April 28, 2005, of the signing of an agreement in principle concerning the acquisition of Biosor and the principal terms and conditions of the transaction. Through this transaction, H2O acquires exclusive rights related to the BIOSOR technology in America and know-how developed over the past 10 years by the Centre de Recherche Industrielle du Québec (CRIQ). BIOSOR has patents in the United States and Canada as well as patents pending in Mexico and eight European countries, and is certified standard by the Ministère du Développment Durable, de Environment et des Parcs (MDDEP).
H2O Innovation becomes the Quebec company with the most solutions certified by the MDDEP in the industry of water treatment for commercial, institutional and community applications. BIOSOR adds to the existing H2O portfolio for wastewater treatment offering to its clients a complete line of solutions. “By offering such a large portfolio of solutions we can provide the best solution adapted to a client’s specific problem. This is a strong competitive advantage” says Jacques Labrecque, sales manager.
BIOSOR is a filtration technology essentially based on peat and wood chips. Its treatment capacity is comprised of various filtrations, biological and chemical processes that allow more than 95% purification of the organic pollutants found in municipal, agricultural food and effluents. The technology is also in trials for other types of liquid and gaseous effluents.
“The proven simplicity and performance of BIOSOR responds to the needs of clients governed by environmental standards as severe as for large cities or large industries, but with fewer resources” says Elise Villeneuve, former president of Biosor, who is accepting a full time position with H2O and will ensure the integration of the technology.
The purchase price of the transaction may be paid entirely in H2O shares. The total value of the transaction will be a maximum of $1,575,000, with $325,000 payable at the transaction closing in the form of $2,166,667 common shares of H20 at $0.15 per share. Provided that sales objectives are reached, H2O will be required to pay the balance of the purchase price of the transaction in common shares, which will be a maximum of $1,250,000 over a period of five years, at a price per share equal to the greater of the average price of H2O shares for the 20 business days preceding the closing of the transaction, and $0.15 per share. At the option of H2O, these amounts can be paid in cash. For the full amount of this transaction to be paid, the annual sales of BIOSOR must attain $1,000,000. All shares issued by H2O will be subject to a holding period of four months from the date of closing, and each anniversary date of the transaction.
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