Forbes Medi-Tech provides update on Revised Offer from Pharmachem Laboratories, Inc.
VANCOUVER, BC – Forbes Medi-Tech Inc. (OTCBB:FMTI) (“Forbes” or “Company”) today announced
that the Pharmachem Laboratories, Inc. (“Pharmachem”) revised offer to acquire substantially all of the assets of
the Company is for cash consideration of US$2.9 million (the “Pharmachem Revised Offer”). The Pharmachem
Revised Offer, which is not subject to a financing condition, exceeds the approximately US$1.76 million purchase
price described in the amended and restated asset purchase agreement between the MHT, LLC (“MHT”) and
the Company (the “MHT Amended Asset Purchase Agreement”) announced in the Company’s news release of
August 5, 2010.
At a meeting held on August 8, 2010, the Company’s board of directors (the “Board”), concluded that the
Pharmachem Revised Offer is on more favorable terms to Forbes’ shareholders than the transaction with MHT
and qualifies as a Superior Offer, as defined in the MHT Amended Asset Purchase Agreement. As the
Pharmachem Revised Offer constitutes a Superior Offer, MHT has the right, but not the obligation, to make an
offer at least as favorable to Forbes’ shareholders as the Pharmachem Revised Offer within 5 business days. If
MHT does not make another offer, the Board will consider, in consultation with its outside counsel, whether, in
light of the Pharmachem Revised Offer, the Board should withdraw its recommendation of the MHT Amended
Asset Purchase Agreement and Forbes should enter into a definitive agreement with Pharmachem in connection
with the Pharmachem Revised Offer.
Following the completion of the sale of all or substantially all of the assets of the Company (the “Asset Sale”),
Forbes intends to settle all of its contractual obligations, appoint a liquidator (Abakhan & Associates Inc.) to
finalize and wind-up its affairs, and distribute the resulting net proceeds to its shareholders (the “Liquidation”).
The Company previously announced that the expect