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1 BUNURU CORPORATION LIMITED (ACN ) Level 13, 135 King Street, Sydney, NSW 2000 Australia. 21 June 2015 ASX Market Announcements Company Announcements Office ASX Limited SYDNEY NSW 2000 RE: ACQUISITION OF BUSINESS AND RE-QUOTATION OF SHARES The Directors of Bunuru Corporation Limited ( Company ) are pleased to announce that the Company has entered into a Conditional Sale Agreement ( Agreement ) to acquire a Singapore biotechnology company, Invitrocue Pte Ltd ( Target ) which provides products and services based in (a) cell based analytics in laboratories for Pharmaceutical and Cosmetics companies, and (b) image based analytics in Digital Pathology for the hospital and livestock markets. The Target s cell based business provides products and services to reduce research risks and costs for pharmaceutical companies, cosmetics companies, and Fast Moving Consumer Goods researchers in connection with development of new drugs and products using traditional methods. The Target has advanced know-how in biochemical assays, patented 2D and 3D cell based models, and the ability to do long term toxicity testings using its humanized liver or skin models. The Target s patented image analysis for biological and quantitative tissue sample analysis has enabled it to secure contracts with other research institutions and hospitals regionally in the field of digital pathology. The consideration for the acquisition will be, in aggregate, such number of ordinary shares in the Company as represents 51% of its diluted issued capital on requotation of the Company s shares on ASX, assuming a maximum raise of A$3.5 million under the public offering (see below) and completion of the transaction. The Agreement is subject to a number of conditions precedent, including completion of due diligence, shareholder approval and re-quotation of the Company s securities on ASX. A summary of the Agreement is attached to this Announcement.
2 Prior to the re-quotation of its securities on ASX, the Company intends raising between $A3 million and $A3.5 million by way of a public offering of securities. The funds raised will be used to further develop the Target s business and to provide the Company with working capital. Below is an indicative timetable for the transaction. Date Description 25 August 2015 Notice of Meeting dispatched to Shareholders 25 September 2015 Shareholders Meeting held 25 September 2015 Prospectus lodged with ASIC 5 October 2015 Offer opens 2 November 2015 Offer closes 19 November 2015 New shares allotted (trading commences on a deferred settlement basis) 20 November 2015 Holding Statements dispatched 23 November 2015 Normal trading commences on ASX Chow Yee Koh Company Secretary
3 ANNEXURE The following is a summary of the terms of the Sale Agreement between Bunuru Corporation Limited ( Company ), Dr Fang Boon Sing and Mr Yu Hanry ( Vendors ) dated 20 June 2015 and referred to in the Announcement to which this summary is annexed. 1. The assets being acquired are all of the capital of Invitrocue Pte Ltd (Registration No W, being a company incorporated in accordance with the laws of Singapore) ( Target ) which carries on the business described in the accompanying Announcement. 2. The consideration for the acquisition is such number of shares in the Company as represents 51% of its diluted issued capital following completion of the public offering referred to in the accompanying Announcement and completion of the transaction ( Purchase Shares ). 3. Completion of the acquisition is subject to the following conditions precedent: A written determination from an Independent Expert appointed by the Company that the issue of the Purchase of Shares by the Company is fair and reasonable or is not fair but reasonable, such determination having been made for the purposes of an Independent Expert s Report required in connection with obtaining the approvals (see below). The conversion of all instruments convertible into shares in the Target and the holders of such resulting shares and Exploit Technologies Pte Ltd (an existing minority shareholder in the Target) having entered into an agreement or agreements with the Company to sell their respective shares in the Target on the same terms as this Agreement. The liabilities of the Target group not exceeding A$750,000. All approvals required in connection with the transaction having been obtained. The company having conducted a public offering of shares to raise not less than A$3.5 million and having satisfied all of the conditions under Chapters 1 and 2 of ASX Listing Rules and re-quotation occurring. The license of and all patent and patent applications held by the Target remaining in full force and the relevant licensors having consented to the transaction. Satisfactory completion of all legal and commercial due diligence.
4 Such consents as may be required to the transfer of the shares in the Target to the Company from the counterparties to all business contracts. 4. Completion of the acquisition is to occur not later than 31 January 2016 or such later date as the parties may agree. 5. Pending Completion, the Vendors agree that the Target group will limit its activities, including by not acquiring or disposing of any asset except in the ordinary course of business; no incurring any liability in aggregate exceeding S$25,000 other than in the ordinary course of business, not creating an encumbrance over any of its assets and not returning capital to any of its members of declaring or paying any dividends. 6. Dr Fang Boon Sing and Mr Yu Hanry make certain representations and warranties with respect to the Target group including: As to the corporate standing and authority of the Target group; As to the accuracy of information provided with respect to the Target group; As to the ownership of the shares and intellectual property; As to the accounts of the Target group having been prepared in accordance with Singapore Financial Reporting Standards (or other internationally recognized) and giving a true and fair view of the state of affairs of the Target group as at 31 December 2014 and that there has been no material adverse change to the financial position of the Target group and its business since that date; That the Target group s records do not contain any material inaccuracies; That the assets are unencumbered and legally and beneficially owned; That there are no material contracts other than those that have been disclosed; That they are not aware of any outstanding claims; That there are no prosecutions, litigations or arbitration proceedings; That the intellectual properties are in good standing; That no licences or consents are liable to be terminated as a result of the transaction;
5 That the Target group is not in breach of any trade practice or any fair trading legislation in Singapore or elsewhere; That all taxes have been paid or are adequately provided for; That there is no information which is not covered by the warranties that should be brought to the Company s intention to ensure that the Company is in possession of all relevant information concerning the Target group or the business. 7. Dr Fang Boon Sing agrees to enter into a Service Agreement with the Company or the Purchaser for an initial 4 year term on the same terms (save that the annual remunerations shall be S$100,000 plus a variable bonus which will be decided by the Board of Directors) that the Purchaser offers to other management employees. Such Service Agreement will automatically renew for a further 4 years unless either party elects to terminate. 8. Mr Yu Hanry agrees to enter into a 4 year Consulting Agreement with the Company or the Purchaser. The annual remuneration thereunder shall be S$60,000 and it shall automatically renew for another 4 years unless either party elects to terminate. 9. Dr Fang Boon Sing and Mr Yu Hanry each agree that they will not carry out or participate in any business which competes with the Target group s business or which involves business activities similar to such business, solicit any customer from the Target group or retain the services of any of the Target group s employees as from the Completion Date and up to 3 years after they cease to be employed.
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