/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
CALGARY, April 25 /CNW/ - Imaging Dynamics Company Ltd. ("IDC" or the "Corporation") (TSX: IDL), a healthcare technology company that develops and markets digital X-ray imaging systems, is pleased to announce that it has filed a preliminary short form prospectus in respect of a public offering (the "Offering") of units (the "Units") of the Corporation, each Unit consisting of one common share (a "Common Share") in the capital of the Corporation and one transferable Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable into one Common Share at an exercise price of 120% of the Offering Price (as defined below), subject to adjustment in certain events, at any time on or before 4:30 p.m. (Calgary time) on the date (the "First Exercise Date") that is 12 months after the date of closing of the Offering (the "Closing Date") and at an exercise price of 150% of the Offering Price (as defined below), subject to adjustment in certain events, at any time from the First Exercise Date until 4:30 p.m. (Calgary time) on the date that is 24 months after the Closing Date. The Units will separate into Common Shares and Warrants immediately upon issue.
The Offering will be led by Paradigm Capital Inc. and will include Jennings Capital Inc. (collectively, the "Agents") to offer a minimum of $8,000,000 and a maximum of $11,000,000 of Units for sale on a fully marketed, best-efforts basis with pricing of the Offering (the "Offering Price") to be determined in the context of the market.
The Corporation has agreed to grant to the Agents an over-allotment option, exercisable in whole or in part in the sole discretion of the Agents at any time or from time to time until that date which is 30 days after the Closing Date, to purchase at the Offering Price that number of additional Units (the "Over-allotment Units") equal to up to 15% of the number of Units sold under the Offering.
The Corporation has agreed to pay a fee equal to 6% of the gross proceeds of the Offering to the Agents in connection with the sale of the Units and the Over-allotment Units. The Corporation has also agreed to grant to the Agents that number of warrants (the "Agents' Warrants") equal to 6% of the number of Units sold under the Offering. Each whole Agents' Warrant will entitle the holder to acquire one Common Share at the Offering Price at any time until that date which is 24 months after the Closing Date.
The net proceeds of the Offering will be used by the Corporation (i) to fund the Corporation's ongoing activities, (ii) for general working capital purposes, (iii) to reduce indebtedness under the Corporation's credit facility, (iv) to reduce arrears for the supply of goods and services by Elcan Optical Technologies, A Division of Raytheon Canada Limited ("Elcan") to the Corporation by approximately US$4 million, pursuant to a forbearance agreement (the "Forbearance Agreement") dated April 17, 2008.
The Forbearance Agreement modified the terms of the general security agreement (the "GSA") between the Corporation and Elcan dated October 12, 2007 whereby the Forbearance Agreement allows Elcan to forbear the exercise of its enforcement rights under the GSA.
All Common Shares issued pursuant to the Offering will be freely tradable under applicable securities laws in force in Canada. The Offering is anticipated to close on or about May 8, 2008 and is subject to certain conditions, including, but not limited to, completion of due diligence by the Agents and the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the Units in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the Units in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Units being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person, absent U.S. registration or an applicable exemption therefrom.
About IDC:
Imaging Dynamics Company (IDC) is a medical technology company and an innovative force in the fast-growing field of digital radiography (DR) technology.
IDC's X-Series of direct capture technology replaces conventional film-based X-rays and provides a cost-effective alternative to cassette based film or computed radiography (CR) systems.
Each IDC DR solution provides high resolution radiographic images in the digital format required for today's electronic medical record networks, all without the use of film, cassettes or expensive imaging plates.
IDC is based in Calgary, Alberta, Canada.
Statements in this release which describe IDC's intentions, expectations or predictions, or which relate to matters that are not historical facts are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performances or achievements of IDC to be materially different from any future results, performances or achievements expressed in or implied by such forward-looking statements. IDC may update or revise any forward-looking statements, whether as a result of new information, future events or changing market and business conditions. Known and unknown risks and uncertainties include: IDC's ability to manufacture its products with a sufficient level of quality and in volumes which satisfy market demand; the ability of IDC to establish direct and indirect sales channels; the ability of IDC to establish industry partnerships; IDC's ability to attract and retain key personnel; the strength and breadth of IDC's patents; and other factors relating to general economic conditions, specific industry conditions and IDC's particular situation.
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