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LBK Lifebank Corp.

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0.00 (0.00%)
Share Name Share Symbol Market Type
Lifebank Corp. TSXV:LBK TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Insception Mails Offer to Lifebank Shareholders

21/08/2012 8:46pm

Marketwired Canada


Insception Biosciences Inc. and Lifebank Corp. (TSX VENTURE:LBK) are pleased to
announce that the formal bid circular in respect of the offer by Insception to
acquire all of the outstanding common shares in the capital of Lifebank,
including all shares that may be issued on the exercise of options granted under
Lifebank's stock option plan, was mailed to Lifebank's registered shareholders
and stock option holders on August 20, 2012, together with Lifebank's directors'
circular recommending that its shareholders accept the offer.


On August 10, 2012, Insception and Lifebank announced Insception's intention to
make a supported take-over bid for Lifebank. The offered consideration is $0.48
in cash per share, plus or minus $0.005 for each $56,500 increment that the
Effective Date Cash Amount (as defined in the bid circular) is more than
$2,028,249.99 or less than $1,971,750.01, as applicable. Assuming an offer price
of $0.48, the offer represents a 500% premium to Lifebank's average trading
price on the TSX Venture Exchange for the 20 trading days ended August 9, 2012,
the last trading day before the announcement of the support agreement. 


All officers and directors of Lifebank and certain other shareholders,
representing in aggregate approximately 41.7% of the common shares outstanding
on a fully-diluted basis, have agreed to tender their shares to the offer
pursuant to lock-up agreements entered into with Insception.


The offer is scheduled to expire at 5:00 p.m. (Vancouver time) on Tuesday,
September 25, 2012.


Full particulars of the offer are set out in the offer and circular filed by
Insception and the directors' circular filed by Lifebank. These documents are
available on Lifebank's company profile on SEDAR at www.sedar.com, and on
Lifebank's website at www.Lifebank.com.


About Insception

Insception is the largest cord blood program in Canada, with over 39,000 cord
blood units banked. Insception is a private company owned by Argosy Partners,
Mount Sinai Hospital, management and its scientific founders. By continuing to
partner with leading Canadian medical facilities such as Toronto's Mount Sinai
Hospital, the Insception Cord Blood Program is able to provide every Canadian
family with security, state of the art processing and storage, financial
stability and long term professional governance. For more information, visit
www.insception.com.


About Lifebank 

Started in 1996, Lifebank is a leading national company in the biomedical field
based at the British Columbia Institute of Technology campus in Burnaby.
Lifebank provides processing and cryogenic storage of umbilical cord blood stem
cells for families in Canada and worldwide. With proven quality systems,
Lifebank provides informed parents with the comfort that their children's cord
blood stem cells are processed and stored by an experienced, professional and
dedicated organization. Lifebank's website can be found at www.lifebank.com.


Other Information

Certain statements made herein are forward-looking statements that involve risks
and uncertainties. Often, but not always, forward looking statements can be
identified by the use of words such as "plans", "expects", "expected",
"scheduled", "estimates", "intends", "anticipates", or "believes", or variations
of such words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be achieved. These
forward-looking statements reflect Insception's and Lifebank's best judgment
based on current information, factors and assumptions, and although the parties
base these statements on circumstances that the parties believe to be reasonable
when made, there can be no assurance that future events will not affect the
accuracy of such forward-looking information. As such, the forward-looking
statements are not guarantees of future performance or actions, and actual
performance and actions may vary materially from the actions and expectations
discussed in this press release.


Each of Insception and Lifebank disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new information,
future events or otherwise, or to explain any material difference between
subsequent actual events and such forward-looking statements, except to the
extent required by applicable law.


This news release does not constitute an offer to buy or an invitation to sell,
or the solicitation of an offer to buy or invitation to sell, any of the
securities of Lifebank. Such an offer may only be made pursuant to an offer and
take-over bid circular filed with the securities regulatory authorities in
Canada.


Insception has filed an offer and take-over bid circular and Lifebank has filed
a directors' circular with Canadian provincial securities regulators. Investors
and security holders are urged to read the offer and take-over bid circular and
directors' circular regarding the proposed transaction referred to in these
documents because they contain important information. Investors may obtain a
free copy of the offer and take-over bid circular, directors' circular and other
documents filed by Insception and Lifebank with the Canadian provincial
securities regulators on Lifebank's company profile on SEDAR at www.sedar.com.


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