Biopool International, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
September 27, 1995
Xxxxxxx X. Xxxxxxxx
President and CEO
Source Scientific, Inc.
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Letter of Intent between Biopool International and Source Scientific
Dear Xxxx:
This letter of intent (the "Letter") is intended to summarize the
mutual understanding and intention between Source Scientific, Inc. (hereinafter
"Source") and Biopool International, Inc. (hereinafter "Biopool") concerning the
proposed acquisition of Source by Biopool.
The parties desire to structure the proposed transaction as a
merger/pooling of interests; provided that the parties mutually determine that
the proposed transaction would qualify for accounting treatment as a pooling of
interests. In the event that the parties determine that the transaction would
not qualify for accounting treatment as a pooling of interests, the parties will
endeavor to determine an alternative structure for the completion of the
proposed transaction. The merger would provide for the issuance of newly issued
common stock of Biopool upon occurrence of the merger for all of the
then-outstanding shares of capital stock of Source (which may include shares of
Source represented by outstanding warrants) at an agreed-to exchange ratio. To
date, the parties have discussed proposed exchange ratios, and shall endeavor
to finalize the same.
The parties shall continue discussions of the proposed transaction in
good faith, including without limitation as to the exchange ratio of Biopool
shares for Source shares, and shall proceed with conducting all necessary due
diligence in anticipation of the proposed transaction. The parties desire to
have due diligence completed and definitive documents finalized by October 20,
1995. The definitive agreement shall contain normal and customary terms and
conditions associated with a transaction of this type, including all required
board and shareholder approvals, representations and warranties and completion
of all required board and shareholder approvals, representations and warranties
and completion of all required legal and regulatory requirements.
Neither party will make any public disclosure or publicity release
pertaining to the existence of this Letter or the subject matter contained
herein without the consent of the other signatory hereto; provided, however,
that each party shall be permitted to make such disclosure to the public (the
Xxxxxxx X. Xxxxxxxx
September 27, 1995
Page 2
form of which must be approved by the other party in writing) or to governmental
agencies as its counsel shall deem necessary in order to comply with any
applicable laws. Any disclosure to a third party permitted under the foregoing
terms, other than as deemed required for regulatory compliance, shall only be
made under a written agreement with such third party whereby such third party
agrees to be bound by such confidentiality requirement. It is further understood
that all information provided by and between the parties is to be maintained in
strict confidence, and such requirement shall survive this Letter.
The obligations of Biopool and Source will not be fixed until each has
completed its business, financial and legal investigations with respect to the
other, and until the transaction has been approved by each party's board of
directors and its authorized officers have executed and delivered a
definitive written agreement encompassing such matters as may be agreed upon.
Until such time, each party reserves the right at any time unilaterally to
withdraw from negotiations, without any liability to the other or to any third
party for any damages or events, direct or indirect, incidental or
consequential, including expenses of any nature.
If the foregoing terms and conditions are acceptable, please sign this
Letter as indicated below to allow for completion of due diligence and formal
documentation.
Sincerely,
BIOPOOL INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxx
--------------------------
By: Xxxxxxx Xxxx, Ph. D.
Chief Executive Officer
Read, understood and agreed to:
SOURCE SCIENTIFIC, INC.
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
By: Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
