In a deal that will result in a change of control for Imaging Dynamics (IDC), the digital radiography vendor has arranged for a nonbrokered private placement of up to 450 million shares of its common stock to a Hong Kong-based firm for gross proceeds of up to $2.25 million.
The private placement is being offered and subscribed by Belfry Medical Investments Limited, which is owned by Mr. T.T. Lee. Lee is also the managing director of Belfry Enterprises Limited, a consumer electronics firm with manufacturing facilities in China, according to IDC.
Subsequent to the closing of the private placement, Lee will own 74% of the outstanding common shares of IDC upon issuance of the 450 million common shares. Neither Belfry nor Lee currently owns any IDC shares.
Once the placement is complete, the proceeds will be used for general working capital and corporate purposes, according to the company. The private placement will be subject to certain conditions, including approval by IDC's shareholders, the approval of the Toronto Stock Exchange TSX, and the grant of a 60-day extension with respect to the review of the eligibility for continued listing of the company's common shares on the TSX.
In addition to voting on the private placement, shareholder approval is also being requested to appoint Lee as a board member. Lee will subsequently be appointed as chairman and CEO, IDC said.
The TSX Continued Listing Committee will meet on June 21 to consider whether or not to suspend trading in and delist the common shares of the company. IDC said it intends to request a 60-day extension of the current delisting review and believes that the closing of the private placement will enable the firm to meet the exchange's minimum listing requirements.
