Brazos International Exploration Inc announces that it has executed a letter of intent to merge with Epinex Diagnostics Inc, a biomedical device company located in Tustin, California. Brazos and Epinex expect to execute a definitive plan of merger on or before October 19, 2009.
Epinex’s Business
Epinex specializes in the development of innovative rapid tests that target major deficiencies in the existing healthcare market, especially diabetes. Based on a platform of proprietary technology, the rapid tests were developed by a senior management team of pioneers in the biomedical industry that have decades of combined experience in bio-medical technology research, product development, marketing and management. Epinex management is also supported by an excellent Scientific Advisory Board of highly qualified doctors, consultants and specialists in diabetes research, marketing and sales.
Epinex has developed a new diabetes-monitoring device that could relieve the burden of diabetes on our healthcare system. The Epinex G1A™ Rapid Diabetes Monitoring Index Test is a unique monthly rapid test that uses glycated albumin to directly measure how much damage has been done to the body by excess sugar (glycation). This test could allow doctors to take action sooner than current diabetes testing methods to reduce the severity and cost of diabetes with its inherent complications, which include blindness, kidney failure and cardiac disease. The addition of a system for monthly glycation monitoring would also likely decrease the number of daily blood glucose tests currently recommended for most Type 2 diabetics (95% of the diabetes market). This could increase compliance with testing guidelines and offer a major immediate cost savings to the healthcare system.
Merger with Epinex
The letter of intent anticipates a merger between a wholly owned subsidiary of Brazos and Epinex in a transaction intended to qualify as a tax free exchange whereby Brazos will issue 16,200,000 shares of its common stock to the shareholders of Epinex on a pro rata basis in proportion to their respective shareholdings of Epinex and cancel 4,300,000 shares of its outstanding common stock.
On closing the shareholders of Epinex will acquire a majority position in the shares of Brazos in exchange for all of the issued and outstanding securities of Epinex, including stock options that will be cancelled in exchange for new stock option grants under a Brazos stock option plan. Brazos intends to close a $2.5 million financing concurrent with the closing of the acquisition.
Asad Zaidi, Epinex’s president, commented that the “merger will give Epinex access to the necessary public financing that will facilitate our continued innovation in this space.” Mr. Zaidi further commented that “this transaction presents an opportunity for our current shareholders and prospective shareholders to participate in our growth.”
Source: Brazos International Exploration
