Zero Candida (TSXV:ZCT)

Zero Candida Announces Full Transaction and Being Trading November 25th on the TSX Venture Exchange (Canada)


Zero Candida (the "Company" or "ZCT"), (TSXV: ZCT) an Israeli FemTech medical device start-up, is pleased to announce full Transaction and Being Trading on November 25th on the TSX Venture Exchange (Canada) symbol : ZCT.

Zero-Candida technology (ZCT) is FemTech developing an AI smart tampon-like device based on therapeutic light source with a selected wave-length and intensity that can treat the Candida fungus successfully of 99.999% an POC overnight. Vulvo-Vaginal Candidiasis ("VVC") affects about 75% of women globally, ZCT device is a Game changer that has the potential to change the treatment of women and the FemTech industry in the world. The first of its kind of technology using a controlled "Blue Light," destroys the vagina fungus at record speed and without side effects. The treatment is Safety & carried out by a tampon-like medical device which, according to medical experts, provides an optimal solution for removing the fungus altogether and preventing the recurrence of the disease.

Zero Candida is working on creating a technology to enable the hybrid medicine services to be provided by gynecologists to populations that until now received no treatment at all, including, among others, in the developing countries. The ZCT device is Collect and transmits treatment data to the attending physician in real time, for assessment, treatment personalization and monitoring. Seamless data transfer through Wi-fi chip and VoIP, allows for the convenience of remote care and treatment consulting. Another significant advantage of the Zero Candida device is treatment without side effects, supporting growing demand from women to improve their health without the use of chemicals.

Eli Ben Haroosh, Founder & CEO: "Today, is a great day for the FemTech industry and women's treatments around the world, our new technology will be a game changer in the field of women's health. The company is advancing in its research with the hope of involving hospitals and academic institutions around the world. Our company's vision is to complete a pre-clinical study by 6/2025 and submit it to the FDA."

The company continues to develop a final prototype for human use and will complete it by Q1 2025. "Zero Candida has a potential to become a technological leader and use its ground-breaking technology to expand boundaries of non-chemical candida treatment," added Ben Haroosh.

Summary of Transaction

Pursuant to the business combination agreement (the "Agreement") between a Canadian reporting issuer (the "Reporting Issuer") and the Company, the transaction is expected to be contemplated by a three-cornered amalgamation, where the Reporting Issuer's wholly owned Israeli subsidiary incorporated solely for the purpose of the transaction, is expected to amalgamate with ZC. Each holder (each a " ZC Shareholder") of ZC Share, other than a ZC Shareholder who exercised Dissent Rights (as defined in the Israeli Companies Law) is expected to receive 8.6277 eight and six thousand two hundred seventy seven ten-thousandths) shares in the capital of the Reporting Issuer (each a "Resulting Issuer Share") in exchange for each ZC Share held by such ZC Shareholder, resulting in the Company issuing up to an aggregate of 12,223,232 Resulting Issuer's Shares (which will represent approximately 85.94% of the issued and outstanding Resulting Issuer Shares, without taking into consideration any ZC share purchase warrants to be exercised immediately prior to completion of the Transaction, stock options or a concurrent financing). Additionally, the holders of stock options of ZC will be entitled to receive Resulting Issuer Shares, instead of ZC Shares, on the exercise of their options.

About Zero Candida:

ZC is a private FemTech technology company incorporated under the corporate laws of the State of Israel. ZC is developing an AI smart tampon-like device based on AI on a therapeutic light source with a selected wave-length and intensity that can treat the Candida fungus successfully of 99.999% an POC. Vulvo-Vaginal Candidiasis ("VVC") affects about 75% of women globally, each year 138 million women are affected world-wide and 492 million over their lifetime. Recurrent VVC (4 or more episodes per year) is increasingly documented to become drug resistant to existing treatments and constitutes up to 10% of the cases of VVC. Existing treatments are unable to overcome the high rate of recurrence, since the root cause of the condition is poorly understood and addressed.

ZC has signed pre-clinical agreements with hospitals in Israel and Europe and the company has successfully completed a safety trial for the use of a pre-clinical device in large animals (sheep) ZC continues the development of the final product for human use in preparation for a clinical trial that will take place in June 2025.

Zero Candida's device will bring the field of gynecology into the 21st century with hybrid medicine and technology-based diagnostics. At the same time as developing the treatment procedure, Zero Candida is working on creating a technology to enable the hybrid medicine services to be provided by gynecologists to populations that until now received no treatment at all, including, among others, in the developing countries.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements. The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any forward-looking statements, other than as required by law. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Zero Candida. Readers are cautioned not to place undue reliance on forward-looking statements.

Logo - https://mma.prnewswire.com/media/2420533/4723164/ZERO_CANDIDA_Logo.jpg

Contact:
Eli Ben Haroosh, CEO & Founder
E: info@zero-candida.com
Website: www.Zero-Candida.com
Facebook: @Zero-candida

Source

ZCT:CA
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Trian Comments on Solventum's Sale of its Purification & Filtration Business

Trian Fund Management, L.P. ("Trian"), which beneficially owns ~5% of Solventum Corporation (NYSE: SOLV) ("Solventum" or the "Company") and is the Company's largest active shareholder, commented on Solventum's recently announced sale of its Purification & Filtration business to Thermo Fisher Scientific Inc (NYSE: TMO) ("Thermo Fisher"). Trian issued the following statement:

"Trian commends Solventum on the announced sale of its Purification & Filtration business and believes this is an important first step in the Company's value creation journey. We believe that part of what attracted strategic interest at such a high valuation multiple was the division's differentiated technology and material science – attributes inherited from 3M which are present at Solventum's remaining businesses, and which we believe remain underappreciated by the market today.

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Trian Comments on Solventum's Sale of its Purification & Filtration Business

Trian Fund Management, L.P. ("Trian"), which beneficially owns ~5% of Solventum Corporation (NYSE: SOLV) ("Solventum" or the "Company") and is the Company's largest active shareholder, commented on Solventum's recently announced sale of its Purification & Filtration business to Thermo Fisher Scientific Inc (NYSE: TMO) ("Thermo Fisher"). Trian issued the following statement:

"Trian commends Solventum on the announced sale of its Purification & Filtration business and believes this is an important first step in the Company's value creation journey. We believe that part of what attracted strategic interest at such a high valuation multiple was the division's differentiated technology and material science – attributes inherited from 3M which are present at Solventum's remaining businesses, and which we believe remain underappreciated by the market today.

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Solventum Announces Sale of its Purification & Filtration Business to Thermo Fisher Scientific Inc. for $4.1B

  • Accelerates Solventum's business transformation and sharpens focus on strategic areas for growth to deliver long-term shareholder value

  • Strengthens balance sheet with proceeds to be used primarily for debt paydown

Solventum (NYSE: SOLV) today announced it has entered into a definitive agreement to sell its Purification & Filtration 1 business to Thermo Fisher Scientific Inc. (NYSE: TMO) (" Thermo Fisher ") for $4.1 billion . Solventum expects the transaction to be neutral to 2025 EPS and expects an estimated $3.4 billion in net proceeds, which it intends to use primarily to pay down debt. The transaction is expected to be completed by the end of 2025, subject to regulatory approval and customary closing conditions.

Solventum Logo (PRNewsfoto/3M Healthcare US Opco LLC)

"The sale of the Purification & Filtration business is part of phase three of our transformation plan and follows a thorough analysis of the value and strategic alignment of our businesses," said Bryan Hanson , Solventum CEO. "This transaction will enhance our strategic focus and key metrics while reducing leverage and significantly strengthening our balance sheet. It also enables us to invest in the innovation, programs and talent we need to execute our mission and deliver shareholder value."

Mr. Hanson continued, "Solventum is committed to ensuring a smooth transition for employees, customers and other stakeholders, and we are confident that Thermo Fisher will provide the Purification & Filtration business – which offers filters and membranes for use in the manufacturing of biopharmaceutical and medical technologies, microelectronics and food, beverage products and drinking water – the strategic investment and resources needed for sustaining growth and delivering customer solutions."

Solventum will discuss the transaction on its upcoming fourth quarter and full-year 2024 earnings call scheduled for February 27, 2025 . With this significant change in the Company's portfolio and the other major actions taken since becoming an independent publicly traded company on April 1, 2024 , Solventum has scheduled an Investor Day on March 20, 2025 , to provide investors with an update on the progress made, its go-forward positioning and long-range plan. The Investor Day will be held in New York City , and the Company will share additional logistical details in due course.

Morgan Stanley & Co. LLC, Perella Weinberg Partners and J.P. Morgan Securities LLC served as financial advisors to Solventum, and Cleary Gottlieb Steen & Hamilton served as legal advisor to Solventum.

1 Other than for its operations in Belgium , France and Ireland , for which Thermo Fisher granted a binding offer to Solventum

About Solventum  
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, material and data science that change patients' lives for the better — while empowering healthcare professionals to perform at their best. See how at Solventum.com .

Forward-Looking Statements
This news release contains forward-looking information about Solventum's financial results, estimates, and business prospects that involve substantial risks and uncertainties. In particular, statements regarding the future performance of Solventum, including guidance for 2024, are forward-looking statements. You can identify these statements by the use of words such as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "guidance," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans or prospects. Among the factors that could cause actual results to differ materially are the following: (1) the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum's control; (2) operational execution risks; (3) damage to our reputation or our brands; (4) risks from acquisitions, strategic alliances, divestitures and other strategic events; (5) Solventum's business dealings involving third-party partners in various markets; (6) Solventum's ability to access the capital and credit markets and changes in Solventum's credit ratings; (7) exposure to interest rate and currency risks; (8) the highly competitive environment in which Solventum operates and consolidation in the healthcare industry; (9) reduction in customers' research budgets or government funding; (10) the timing and market acceptance of Solventum's new product and service offerings; (11) ongoing working relationships with certain key healthcare professionals; (12) changes in reimbursement practices of governments or private payers or other cost containment measures; (13) Solventum's ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors; (14) legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates; (15) potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as "PFAS"; (16) risks related to the highly regulated environment in which Solventum operates; (17) risks associated with product liability claims; (18) climate change and measures to address climate change; (19) security breaches and other disruptions to information technology infrastructure; (20) Solventum's failure to obtain, maintain, protect, or effectively enforce its intellectual property ("IP") rights; (21) pension and postretirement obligation liabilities; (22) any failure by the 3M Company (" 3M ") to perform any of its obligations under the various separation agreements in connection with the separation from 3M (the "Spin-Off"); (23) any failure to realize the expected benefits of the Spin-Off, and/or that the Spin-Off will not be completed within the expected time frame, on the expected terms or at all; (24) a determination by the IRS or other tax authorities that the distribution or certain related transactions should be treated as taxable transactions; (25) expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; (26) the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the separation will exceed Solventum's estimates; and (27) the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

Changes in such assumptions or factors could produce significantly different results. A further description of these factors is located under "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in Solventum's periodic reports on file with the U.S. Securities & Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.

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SOURCE Solventum

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