Miraculins Executes Term Sheet to Acquire the SCOUT DS(R) Non-Invasive Diabetes
World's First Non-Invasive Diabetes Test Can Play a Critical Role in
Global Diabetes Screening
WINNIPEG, MANITOBA -- (Marketwired) -- 04/15/13 --
Editors Note: There is one photo and one video associated with this
Miraculins Inc. (TSX VENTURE:MOM), ("Miraculins" or the "Company"), a
medical diagnostic company focused on acquiring, developing and
commercializing diagnostic tests and risk assessment technologies for
unmet clinical needs, is pleased to announce that it has signed a
non-binding term sheet ("Term Sheet") with VeraLight, Inc.
("VeraLight") to acquire all assets related to the SCOUT DS(R)
technology, a groundbreaking diabetes screening technology that
non-invasively measures changes in a person's skin indicative of
prediabetes and type 2 diabetes, enabling cost-effective, easily
accessible screening of those at risk.
The Term Sheet sets out the key financial terms of the proposed
acquisition including pricing, future milestone payments, ongoing
responsibilities and considerations related to an equity position in
Miraculins by VeraLight and participation on Miraculins board of
directors. Miraculins has an exclusive period within which to
conclude its due diligence process and to finalize definitive
documentation. The execution of definitive documentation and the
completion of the transaction is subject to all necessary
contractual, regulatory and corporate approvals of both Miraculins
and VeraLight and the completion of satisfactory due diligence by
The SCOUT DS system is the first non-invasive diabetes screening
system in the world designed to provide a highly sensitive and
convenient method for screening for prediabetes and type 2 diabetes
based on the presence of diabetes-related biomarkers found in the
skin. Unlike current screening methods, a SCOUT DS test requires no
blood draw, no fasting, and no waiting for a lab result. The patient
simply places their forearm on the portable table-top instrument, and
a quantitative result is reported in under two minutes.
SCOUT DS is Indicated for Use for the non-invasive screening of
individuals 18 years or older who are at risk for prediabetes and/or
type 2 diabetes to determine whether diagnostic testing is necessary.
Prediabetes is defined as impaired glucose tolerance. SCOUT DS has
received clearance from Health Canada for commercial distribution and
it has been granted a CE Mark in the European Union, and is also
cleared for sale in Mexico. Prior to this acquisition, VeraLight had
not yet filed a formal application with the FDA for the clearance of
SCOUT DS in the U.S. market. As a result, distribution in the United
States of the SCOUT DS system at this time is limited to
investigational use only.
In 2010, it was estimated that 629 million adults worldwide had
either diabetes or pre-diabetes (Impaired Glucose Tolerance). By
2030, the number is expected to grow to be 910 million adults, an
increase of 44%. Today, it is estimated that over 500 million people
remain undiagnosed. Complications can begin years before diagnosis,
however much of diabetes can be delayed or prevented if detected
early. Due to the fact that early diabetes detection is critical in
helping stem this epidemic, new tools are needed to play a role in
screening for this disease of growing prevalence worldwide.
"There is a tremendous synergy between the SCOUT DS technology and
our PreVu Non-Invasive Skin Cholesterol Test," stated Christopher J.
Moreau, President and CEO of Miraculins. "Both technologies
non-invasively measure the skin in order to deliver a test result for
two of the most serious heath concerns in medicine today, coronary
artery disease and diabetes. Adding the SCOUT DS system to our
product suite would leverage our existing relationship with current
and planned distribution partners worldwide, including our primary
sales channel - the retail pharmacy market. We would also be
leveraging our experience in manufacturing a sophisticated optical
medical device and our existing ISO 13485 quality system. As initial
market feedback for the SCOUT DS system has been very positive to
date, we look forward to the opportunity to contribute significantly
to the ongoing success of the SCOUT DS technology. This proposed
acquisition will represent another step towards Miraculins' goal of
becoming a world-class diagnostic, risk assessment and health
"We are excited about the proposed transaction with Miraculins, as
the SCOUT DS technology would have a significant path to market and
renewed opportunity for growth as a result of this relationship,"
said Lisa Suennen, Chair of VeraLight Inc. "Early identification and
treatment of those at risk for type 2 diabetes is one of the most
important public health issues in the world today and the SCOUT can
play an instrumental role in addressing this critical issue."
It is anticipated that definitive documentation will be executed
within 45 days. Further updates will be provided upon the execution
of definitive documentation. There is, however, no assurance that the
parties will enter into definitive documentation or complete the
transaction contemplated by the Term Sheet.
VeraLight, headquartered in Albuquerque, New Mexico, is a
venture-backed medical instrumentation company founded in 2004 to
focus on non-invasive screening for type 2 diabetes. VeraLight's
product, the SCOUT DS system, is the first non-invasive diabetes
screening system designed to provide a highly sensitive and
convenient method for screening for pre-diabetes and type 2 diabetes
based on the presence of diabetes-related biomarkers found in skin.
Unlike current screening methods, a SCOUT DS test requires no blood
draw, no fasting, and no waiting for a lab result. The product has
been used and validated in thousands of patients around the world.
For more information visit http://www.veralight.com.
About Miraculins Inc.
Miraculins is a medical diagnostic company focused on acquiring,
developing and commercializing non-invasive tests for unmet clinical
needs. A significant number of promising diagnostic opportunities
remain un-commercialized because of the sizable gap between the
discovery stage, when research institutions are typically involved,
and the commercialization stage, when the larger commercial
enterprises become interested. Miraculins has direct experience in
bridging this gap. The Company's PreVu(R) technology is a
revolutionary new coronary artery disease risk assessment technology
that measures cholesterol levels in a patient's skin non-invasively,
painlessly and without the need for fasting. Miraculins is also
advancing a suite of biomarkers to aid in the early detection of the
devastating disease of pregnancy known as preeclampsia. The lead
marker in the Company's preeclampsia program is partnered with Alere
Inc., one of the world's largest diagnostic companies. For more
information visit www.miraculins.com.
Caution Regarding Forward-Looking Information
Certain statements contained in this press release constitute
forward-looking information within the meaning of applicable Canadian
provincial securities legislation (collectively, "forward-looking
statements"). These forward-looking statements include statements
regarding the execution of definitive documentation and completion of
the transaction. These forward-looking statements relate to, among
other things, our objectives, goals, targets, strategies, inte
plans, beliefs, estimates and outlook, including, without limitation,
our anticipated future operating results, and can, in some cases, be
identified by the use of words such as "believe," "anticipate,"
"expect," "intend," "plan," "will," "may" and other similar
expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances are forward-looking statements.
These statements reflect management's current beliefs and are based
on information currently available to management. Certain material
factors or assumptions are applied in making forward-looking
statements, and actual results may differ materially from those
expressed or implied in such statements. Important factors that could
cause actual results to differ materially from these expectations
include, among other things: Miraculins' early stage of development,
lack of product revenues and history of operating losses,
uncertainties related to clinical trials and product development,
rapid technological change, uncertainties related to forecasts,
competition, potential product liability, additional financing
requirements and access to capital, unproven markets, supply of raw
materials, income tax matters, management of growth, partnerships for
development and commercialization of technology, effects of insurers'
willingness to pay for products, system failures, dependence on key
personnel, foreign currency risk, risks related to regulatory matters
and risks related to intellectual property and other risks detailed
from time to time in Miraculins' filings with Canadian securities
regulatory authorities, as well as Miraculins' ability to anticipate
and manage the risks associated with the foregoing. Additional
information about these factors and about the material factors or
assumptions underlying such forward-looking statements may be found
in the body of this news release. Miraculins cautions that the
foregoing list of important factors that may affect future results is
not exhaustive. When relying on Miraculins' forward-looking
statements to make decisions with respect to Miraculins investors and
others should carefully consider the foregoing factors and other
uncertainties and potential events.
These risks and uncertainties should be considered carefully and
prospective investors should not place undue reliance on the
forward-looking statements. Although the forward-looking statements
contained in this press release are based upon what management
believes to be reasonable assumptions, Miraculins cannot provide
assurance that actual results will be consistent with these
forward-looking statements. Miraculins undertakes no obligation to
update or revise any forward-looking statement.
PreVu(R) is a registered trademark of Miraculins Inc. All Rights
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Christopher J. Moreau
President & CEO
Managing Member, Psilos Group
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