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Chromos Molecular Systems completes plan of arrangement

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Chromos Molecular Systems

On October 22, 2008, Calyx Bio-Ventures Inc. announced that it had completed a plan of arrangement involving, among others, Calyx, Chromos Molecular Systems Inc. (the former parent of Calyx) and Modatech Systems Inc. Pursuant to the arrangement and related transactions, Calyx acquired all of the assets, property and undertaking of Chromos, together with additional cash of $2.35 million (before taking into account certain expenses relating to the transaction). In particular, Calyx now owns all of Chromos' intellectual property and all of the outstanding shares of Chromos' subsidiaries, as well as 29% of the outstanding shares of Agrisoma Biosciences Inc. As part of the arrangement, all liabilities and obligations of Chromos were transferred to Calyx, and Calyx became solely responsible for such liabilities and obligations. Under the terms of the arrangement, the former shareholders of Chromos will receive (a) one common share of Calyx for every 10 common shares of Chromos, and (b) one Class A voting preferred share of CHR Investment Corporation, an entity formed by the amalgamation of Modatech and 0828688 B.C. Ltd. as part of the arrangement, for every common share of Chromos.Calyx's common shares commenced trading on the TSX Venture Exchange on October 29, 2008. Chromos was advised in this transaction by a team from Fasken Martineau that included, among others, Iain Mant and Benjamin Lee (securities); Roger Kuypers (corporate); Simon Coval, Michelle Booker and Mark Pontin (litigation); and Frank Schober (tax).


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