Ephraim Resources Ltd (ASX: EPA) has signed a non-binding memorandum of understanding to acquire Bio-Nexus Ltd. on July 10, 2018. Ephraim Resources and Bio-Nexus have commenced due diligence and will shortly commence negotiation of the terms of binding documentation. As part of the consideration, Ephraim Resources will issue new shares in satisfaction of the total consideration payable The total consideration is subject to completion of due diligence. On completion of the transaction: Bio-Nexus will appoint at least 5 Directors of Ephraim Resources; Bio-Nexus will appoint the Chair and the incoming Chief Executive Officer who will manage all of the business of the combined group; and, Ephraim Resources will change its name to Bio-Nexus. The deal is subject to completion of satisfactory legal and financial due diligence by both the Ephraim Resources and BioNexus, approval of the respective boards and shareholders of the Ephraim Resources and Bio-Nexus, obtaining regulatory approvals as required, obtaining material third party consents identified during due diligence, Israeli Tax Authority granting roll-over relief (or equivalent relief) to existing Bio-Nexus shareholders, Ephraim Resources completing a limited capital raising before implementation of the transaction and Australian Securities Exchange re-confirming the suitability of the Ephraim Resources for admission to the official list of Australian Securities Exchange. As of February 27, 2019, Ephraim Resources has placed a hold on all negotiations for the potential acquisition of Bio-Nexus following Bio-Nexus repeated failure to pay costs it agreed to pay, specifically authorized and then approved.
Ephraim Resources Ltd (ASX: EPA) cancelled the acquisition of Bio-Nexus Ltd. on August 26, 2019.