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Allezoe Medical to Acquire BioCube
Posted January 9, 2012
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Allezoe reported that it has agreed to acquire from Élan Health Services, Inc. BioCube, Inc., a Nevada corporation, which will then become a wholly-owned subsidiary. Details of the transaction were not disclosed.
The company's Board of Directors approved this Acquisition Agreement at a meeting held on January 5, 2012. BioCube was formed as the first step in the proposed spin-off of the operating business of BioCube, Inc., a Delaware corporation whose shares are traded on the OTC Bulletin Board under the symbol "BICB". Élan Health Services, Inc., which is the majority holder of our common stock and also holds the right to receive additional common shares equal to 60 percent of any common shares issued to other parties to maintain its majority position, entered into a separate acquisition agreement with BICB under which BICB agreed to transfer its operating business, free of all debt, to BioCube, Inc., the Nevada corporation, following which Élan Health Services will then acquire BioCube, Inc. from BICB. The various transactions involved in the acquisition are expected to close in the next 30 days.
BICB is a development stage company which plans to research, design, manufacture, market and distribute an environmentally safe decontamination system, utilizing an aerosol-based delivery method with its Russian research partners. BioCube also entered into a licensing agreement with Battelle Memorial Institute of Richland, Washington, to sub-license technology contained in certain rights of Batelle in patents relating to micro-aerosol based decontamination methods, which are complimentary to the technology of BioCube. This system has demonstrated effective results in handling of microbial and fungal cells, spores, and viruses that are the core of such infections as MRSA, Avian Flu, Swine Flu and common molds. On October 14, 2011, BICB was notified that the license arrangement with Batelle for the technology underlying the decontamination unit had been terminated for non-payment, which has disrupted BioCube's business plan for lack of operating capital. A condition to the closing of the acquisition is satisfactory discussions with the licensor to reinstate the license.
Hospitals struggle with the control of infectious diseases and continue to look for effective, environmentally friendly and cost-effective means of dealing with this pervasive problem. Through the proposed acquisition, we intend to focus on this existing market need for decontamination of patient rooms, operating theaters, medical equipment and furniture, which exists in over 5,000 hospitals and nearly 1 million beds in the U.S. healthcare system, as well as the many other uses of a similar decontamination solution.
Through our new subsidiary, BioCube, Inc., we will focus on the following target markets:
-- Healthcare (hospital, nursing homes)
-- Travel (airplanes, cruise ships, mobile homes)
-- Mold remediation
-- Schools
-- Animal farming
-- Agriculture
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