MacKay Life Sciences, Inc. (Formerly Biofield Corp.) to Re-Acquire Control of Its Master License; Signs Agreement to Acquire Majority Interest In MacKay Innotech LTD, Present Holder of the Master License
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PHILADELPHIA & HONG KONG--(Business Wire)--
MacKay Life Sciences, Inc. ("MLS") (formerly Biofield Corp. (OTCBB:BZEC), today
announced that it has signed a binding Memorandum Of Agreement ("MOU") with the
master licensee to complete the long awaited reacquisition of the master license
agreement (the "MLA") that the company had previously granted to the MacKay
Group Limited ("MKG"). MKG has since transferred the master license to MacKay
Innotech LTD, ("MHK"), a Hong Kong company. Under the MLA, MKG (now MHK as a
result of the assignment) assumed from Biofield the sole responsibility and
expense to market, manufacture, further technically and clinically develop, and
otherwise commercialize the technology.
Under the terms of the MOU, MLS will initially acquire 51% of MHK in return for
cash and stock. The terms also call for a royalty of 10% to MKG on licensing
deals previously signed by MKG during its (and MHK`s) prior tenure as the holder
of the MLA. MLS also has the right to acquire up to 100% of the private MHK. The
company will be filing an 8K to further specify the terms of the proposed
transaction. When closed, this will allow the company, to recognize 100% of the
revenues of MHK as its own since MHK will be treated as a wholly owned
subsidiary. The transaction will close as soon as a valuation of MHK is
conducted and mutually agreed upon by the parties. The agreed upon valuation
will provide the dollar value of the amount of shares that will be issued to MHK
for the acquisition. The Cash component will be $5 million, in the form of a
Convertible Note. Closing is to take place within 30 days or less. Closing may
be mutually extended by the parties an additional 14 days.
One contingency for Closing of the MOU is that MKG requires MLS to reach an
acceptable agreement with its remaining noteholders, to convert their remaining
debt, to shares of restricted common stock which will take place in a
contemporaneous transaction with the MOU. The Company in 2005, raised $1.3
million in debt financing. Several months ago, the Company`s largest
non-affiliated Institutional Investor, the Capital Growth Equity Fund I, LLC
(the "Equity Fund") converted $422,000 of debt and accrued interest and invested
another $110,000 of equity as well and partially reduced the debt.
About MacKay Life Sciences, Inc.
MacKay Life Sciences, Inc., is a medical technology company which develops and
acquires noninvasive diagnostic medical devices to assist in detecting and
preventing cancer and other illnesses. The Company has reoriented and expanded
its energies to focus on offering non-invasive and cost effective technologies,
on an easily accessible basis, to the world`s largest population centers. For
more information go to: www.mackaylifesciences.com
About MKG
MKG is a private corporation that pursues diverse and significant opportunities
around the globe. It has a portfolio of investments in a variety of companies,
ventures, and projects. MKG has gained the respect of government and industry
leaders around the world and has been instrumental in establishing a world wide
distribution channel for the Biofield portfolio of products. For more
information go to: www.themackaygroup.net
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements"
made pursuant to the safe harbor provisions of the 1995 Private Securities
Litigation Reform Act. "Forward-looking statements" describe future
expectations, plans, results, or strategies and are generally preceded by words
such as "future," "plan" or "planned," "will" or "should," "expected,"
"anticipates," "draft," "eventually" or "projected." Such statements are subject
to risks and uncertainties that could cause future circumstances, events, or
results to differ materially from those projected in the forward-looking
statements, including the risks that our products may not achieve customer
acceptance or perform as intended, that we may be unable to obtain necessary
financing to continue operations and development, and other risks. You should
consider these factors in evaluating the forward-looking statements included
herein, and not place undue reliance on such statements.
MacKay Life Sciences, Inc.
Mr. Stuart Priest
Investor Relations
1-800-758-7390
Copyright Business Wire 2009
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