JAGH - JAG Media Holdings - Page 4

June 30 2009 Jagh update

JAG Media Holdings, Inc. Announces a Further Update of the Status of Its Acquisition of CardioGenics Inc.
JAG Media Holdings, Inc. Announces a Further Update of the Status of Its Acquisition of CardioGenics Inc.

BOCA RATON, Fla., June 30 /PRNewswire-FirstCall/ -- JAG Media Holdings, Inc. (OTC Bulletin Board: JAGH) announced today a further update of the status of its acquisition of CardioGenics Inc. by its Ontario, Canada subsidiary, CardioGenics ExchangeCo. Inc. The closing date for the acquisition, currently scheduled for June 30, 2009, has been rescheduled to a date on or before July 17, 2009 to allow the parties sufficient time to attend to the remaining closing matters, such as the completion of the required pro forma financials for the transaction, the Current Report on Form 8-K for the transaction that will be filed on or about the closing, and certain other documents and matters required to be completed prior to the closing. All parties are dedicating their full resources to execute the remaining matters for the closing.

As previously announced, the closing of the transaction remains subject to (a) the relevant parties to the transaction entering into a 'Support Agreement' and 'Voting and Exchange Trust Agreement,' prior to the closing, enabling ExchangeCo to fulfill its obligations with respect to the Exchangeable Shares; (b) CardioGenics closing on private placements of not less than $1,500,000; (c) the completion of the pro forma financial statements for the transaction based on CardioGenics' and JAG Media's relevant financial statements; (d) the CardioGenics shareholders and debenture holders making certain deliveries, prior to the closing, as set forth in the share purchase agreement; and (e) the satisfaction of various customary conditions to closing.

In light of the anticipated CardioGenics closing, the Company would once again like to call to the attention of our shareholders that a number of Class A common shares and Series 1 Class B common shares, which were the subject of a 2004 recapitalization undertaken by the Company, and JagNotes.com Inc. common shares, which were the subject of a 2002 recapitalization undertaken by the Company, remain outstanding and unexchanged in accordance with the terms of the respective recapitalizations. Since such shares no longer have any voting rights and only represent the right to be exchanged for the applicable number of current JAG Media common shares in accordance with the respective recapitalizations, we urge all shareholders who hold any of these recapitalized classes of common shares to exchange them for JAG Media common shares prior to the scheduled closing date of the CardioGenics acquisition. If you are unsure whether you own any of these recapitalized classes of common shares or believe you may have lost your stock certificate representing such shares, you can contact the Company's transfer agent, Transfer Online, Inc., to determine if you are a registered owner of any of these classes of common shares or to make arrangements to replace and exchange any lost certificates. Likewise, if you have your certificate(s) for any of these classes of recapitalized common shares, the transfer agent can assist you in exchanging such shares for the applicable number of shares of JAG Media common stock. The transfer agent can be contacted at:

Transfer Online, Inc.
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Tel: 503.227.2950
Fax: 503.227.6874

Attention: Aaron White
E-mail: aaron@transferonline.com

Jagh 8k 20 July

INDEX TO EXHIBITS


EX-99.1: ARTICLES OF AMENDMENT OF CARDIOGENICS EXCHANGECO INC. EFFECTIVE JULY 14, 2009 AND ARTICLES OF INCORPORATION OF CARDIOGENICS EXCHANGECO INC. EFFECTIVE MAY 22, 2009

EX-99.2: PRESS RELEASE DATED JULY 16, 2009





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Table of Contents

Item 8.01 Other Events


On July 14, 2009 CardioGenics ExchangeCo Inc. (“ExchangeCo”), an Ontario, Canada subsidiary of JAG Media Holdings Inc. (“JAG Media”), filed an amendment to its articles of incorporation (the “Articles of Amendment”) that, among other matters, created a class of exchangeable shares (the “Exchangeable Shares”) that are convertible into JAG Media common shares in accordance with the rights, privileges, restrictions and conditions for such shares set forth in the Articles of Amendment (the “Exchangeable Share Provisions”).


The Articles of Amendment was filed pursuant to the terms of that certain Voting and Exchange Trust Agreement dated July 6, 2009, entered into among JAG Media, ExchangeCo and WeirFoulds LLP, as trustee (the “Trust Agreement”), which requires that the Exchangeable Shares be created with the specified Exchangeable Share Provisions on or prior to the closing of the acquisition of CardioGenics Inc. (“CardioGenics”) by ExchangeCo. A more detailed summary of the Exchangeable Share Provisions is set forth in the Current Report on Form 8-K filed by JAG Media on July 6, 2009 in connection with the Trust Agreement.


This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the shares of JAG Media, ExchangeCo and/or CardioGenics in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws, or absent the availability of an exemption from such registration or qualification requirements.


The foregoing description of the Articles of Amendment of ExchangeCo does not purport to be complete and is qualified in its entirety by reference to the full text of such articles filed as Exhibit 99.1 hereto, along with the Articles of Incorporation of ExchangeCo originally filed on May 22, 2009, which are incorporated herein by reference. A press release regarding the status of the acquisition of CardioGenics by ExchangeCo is also filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.


Index to Exhibits


99.1 Articles of Amendment of CardioGenics ExchangeCo Inc. effective July 14, 2009 and Articles of Incorporation of CardioGenics Inc. effective May 22, 2009

99.2 Press Release dated July 16, 2009


GLTA

Merger Completed July 31, 2009

JAG Media Holdings, Inc. Announces Completion of Acquisition of CardioGenics Inc.
JAG Media Holdings, Inc. Announces Completion of Acquisition of CardioGenics Inc.


MISSISSAUGA, Ontario, July 31 /PRNewswire-FirstCall/ -- JAG Media Holdings, Inc. (OTC Bulletin Board: JAGH) announced today that it has completed the acquisition of CardioGenics Inc. by JAG Media's Ontario, Canada subsidiary, CardioGenics ExchangeCo Inc. In connection with the acquisition, ExchangeCo acquired all of the outstanding shares of common stock of CardioGenics, excluding 173,869 CardioGenics common shares in the aggregate owned by two (2) minority stockholders of CardioGenics.


Pursuant to the terms of the Share Purchase Agreement dated May 22, 2009 among JAG Media, CardioGenics ExchangeCo Inc. and Yahia Gawad, the principal stockholder of CardioGenics, and in consideration for the surrender of their CardioGenics common shares, the CardioGenics stockholders received 422,183,610 shares of JAG Media common stock (the "Share Consideration"). The CardioGenics stockholders had the option to receive at the closing their pro-rata allocation of the Share Consideration in the form of (a) JAG Media common shares or (b) "Exchangeable Shares" of CardioGenics ExchangeCo Inc., which are exchangeable at any time into JAG Media common shares in accordance with the rights and preferences of such Exchangeable Shares. Those CardioGenics stockholders who elected to receive directly JAG Media common shares were issued, in the aggregate, 145,528,195 JAG Media common shares at the closing and those CardioGenics stockholders who elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the closing, which are exchangeable at any time into 276,655,415 JAG Media common shares, in the aggregate. The Share Consideration issued at the closing provides the CardioGenics stockholders with direct and indirect ownership of approximately 85% of JAG Media's outstanding common stock, on a fully diluted basis.


All JAG Media common shares received by CardioGenics stockholders in exchange for their CardioGenics common shares shall not be registered for resale and, therefore, shall remain subject to the rights and restrictions of Rule 144. All Exchangeable Shares received by CardioGenics stockholders in exchange for their CardioGenics common shares (and any JAG Media common shares into which such Exchangeable Shares may be exchanged) shall not be registered for resale prior to six (6) months following the closing and, therefore shall remain subject to the rights and restrictions of Rule 144 prior to any such registration.


At the closing, our current directors resigned as directors of JAG Media and its subsidiaries, after appointing CardioGenics designees as their successors, and our current officers also resigned as officers and executives of JAG Media and its subsidiaries. After their resignation and the closing, our former directors entered into consulting agreements with the company pursuant to which they will render various services to assist the company in connection with certain transition and other matters.

Following the closing, the company intends to change its name to "CardioGenics Holdings Inc." in order to better reflect the new focus of the company's business. An information statement with respect to such name change and certain other matters will be delivered to stockholders of record prior to the effective date of such name change. The company has submitted its application to FINRA for approval of the name change and issuance of a new ticker symbol for the company's common stock. Until approval of the name change by FINRA and issuance of the new ticker symbol, the company's common stock will continue to trade on the OTCBB under its current ticker symbol "JAGH." Upon effectiveness of the name change, the CardioGenics Holdings Inc. common stock will also carry a new CUSIP number. There is no need for stockholders to exchange their current JAG Media common stock certificates for CardioGenics Holdings stock certificates once the name change becomes effective. However, should you nevertheless wish to exchange your JAG Media common stock certificates for certificates reflecting the CardioGenics Holdings name, you are free to do so and should contact the company's transfer agent, Transfer Online, to make such arrangements.

A Current Report on Form 8-K containing further details regarding our acquisition of CardioGenics will be filed by the company and will be available on EDGAR.


JAG Media Holdings, Inc. With the acquisition of CardioGenics, the company's business will now be refocused on developing technologies and products for the point-of-care in vitro diagnostics market.

CardioGenics develops technology and products targeting the immunoassay segment of the In-Vitro Diagnostic testing market. CardioGenics has developed the QL Care Analyzer, a proprietary Point Of Care immuno-analyzer, which will run a number of diagnostic tests under development by CardioGenics, the first of which will be a series of cardiovascular diagnostic tests. As part of its core proprietary technology, CardioGenics has also developed a proprietary method for silver coating paramagnetic microspheres (a fundamental platform component of immunoassay equipment), which improve instrument sensitivity to light. CardioGenics' principal offices are located in Mississauga, Ontario, Canada.

SOURCE JAG Media Holdings, Inc.

Source: PR Newswire (July 31, 2009 - 4:21 PM EDT)

News by QuoteMedia

GLTA,
Salute

Jagh/CardioGenic Statements

"It is extremely gratifying to complete the acquisition of CardioGenics," stated Thomas J. Mazzarisi, former Chairman & CEO of JAG Media. "We have had a long and sometimes turbulent search for an appropriate acquisition partner for our company, but I'm confident that we have now found the right one in CardioGenics. CardioGenics is an exciting company preparing to deploy its innovative technology and products in the point-of-care In-Vitro-Diagnostics market and has a management team with the credentials and track record to maximize such deployment, all of which, I believe, provides excellent upside potential for the company's stockholders," continued Mazzarisi.


"It has been a rewarding experience working with Thomas J. Mazzarisi and Stephen J. Schoepfer through all of the issues of cross-border transactions and I would like to thank them both for their effort and dedication to consummate this acquisition. With the required funds at hand, the commercialization of CardioGenics technology and products will proceed at a much faster pace to bring much-needed products to the In-Vitro-Diagnostics market," noted Yahia Gawad, CEO of CardioGenics.

Meger 8K filed August 3rd

Form 8-K for JAG MEDIA HOLDINGS INC

3-Aug-2009

Completion of Acquisition or Disposition of Assets, Unregistered Sale of E


Item 2.01 - Completion of Acquisition or Disposition of Assets

OUR ACQUISITION OF CARDIOGENICS

On July 31, 2009 we completed the acquisition of CardioGenics by ExchangeCo, our Ontario, Canada subsidiary, pursuant to the terms of the Share Purchase Agreement. CardioGenics is considered the acquirer in the transaction for accounting and financial reporting purposes.

In connection with the acquisition, ExchangeCo acquired all of the outstanding CardioGenics Common Shares, excluding 173,869 CardioGenics Common Shares in the aggregate owned by two (2) minority stockholders of CardioGenics (the "Dissenting Stockholders"). Pursuant to the terms of the Share Purchase Agreement and in consideration for the surrender of their CardioGenics Common Shares, the CardioGenics stockholders had the option to receive at the closing their pro-rata allocation of the Share Consideration in the form of (a) JAG Common Shares or (b) Exchangeable Shares. Those CardioGenics stockholders who elected to receive directly JAG Common Shares were issued, in the aggregate, 145,528,195 JAG Common Shares at the closing and those CardioGenics stockholders who elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the closing, which are exchangeable at any time into 276,655,415 JAG Common Shares, in the aggregate. The Share Consideration issued at the closing provides the CardioGenics stockholders with direct and indirect ownership of approximately 85% of JAG Media's outstanding common stock, on a fully diluted basis.

Immediately prior to the closing, all CardioGenics debenture holders converted their debentures into CardioGenics Common Shares in accordance with the terms of their respective debentures, as required by the terms of the Share Purchase Agreement. Accordingly, such former debenture holders became CardioGenics stockholders for purposes of the acquisition and received their pro-rata allotment of the Share Consideration in the form of JAG Common Shares and/or Exchangeable Shares at the closing in consideration for the surrender of the CardioGenics Common Shares they received upon conversion of their debentures.

Also prior to the closing, CardioGenics closed on an equity investment round of financing totaling $2,715,000. These equity investors in CardioGenics became CardioGenics stockholders for purposes of the acquisition and received their pro-rata allotment of the Share Consideration in the form of JAG Common Shares.

What did JAGH Get Into?

From the 8k
Yahia Gawad, MB, Ch.B., MD, MSc. (age 51, director of CardioGenics since 1997). Dr. Gawad is a Physician/Scientist with primary training in Cardiology, Biochemistry and Immunology. He received his medical education and post-graduate training at the University of Alexandria and the University of Toronto. Dr. Gawad's academic and commercial experience and expertise include many years of designing and managing cardiovascular disease research and product development.

Dr. Gawad was a co-founder of a division of Nanogen (NGEN) (formerly Syn X and Skye Pharmatech) where he held the position of Vice-President, Medical Affairs. Prior to that, he was Director of Clinical Research and Development at Spectral Diagnostics Inc. (now Nanogen).

For the past 16 years, he has been working extensively on cardiac diagnostic test products. He has prepared, submitted and obtained FDA regulatory approvals for several cardiac test products currently being marketed (including Cardiac Status Troponin I�, Myoglobin� and Myoglobin/CK-MB�, registered trademarks of Spectral Diagnostics Inc.). Through his expertise and contributions to an international committee, a new cardiac test, Troponin I, is now in routine clinical use.

In addition, Dr. Gawad has researched, developed and published several other tests. Dr. Gawad has received several awards and scholarships and was a member of both the Clinical Committee of the American Heart Association and the POC division of the American Association for Clinical Chemistry. He has served as a reviewer for the editorial board of the American Journal of Cardiology (1999-2003). Dr. Gawad published extensively and presented his research and clinical findings at national and international symposia.

Neil Tabatznik (age 59, director of CardioGenics since 2005, Acting Chairman of CardioGenics since 2009). Mr. Tabatznik is the Chairman, CEO of Arrow Pharmaceuticals Inc. Arrow Pharmaceuticals is part of a global generic drug company established in 2000, and has seen rapid growth from $0 to $700 million in 8 years. The Arrow Group has sales operations in 5 continents and employs more than 1000 people worldwide. Prior to Arrow Pharmaceuticals, Mr. Tabatznik was the Chairman, CEO of Genpharm Inc. (1993-2000), which was acquired by MerckKGaA in 1994 and is now a part of Mylan Inc. the world's third largest generic and specialty pharmaceutical company. He was a Barrister-at-Law in London and was called to the Bar of England and Wales in 1978. He has extensive expertise in pharmaceutical manufacturing and negotiations of agreements with multinational companies.

Dr. Chandra Panchal (age 60, director of CardioGenics since 1999). Dr. Panchal is the co-founder of Ambrilia Biopharma Inc. and was a Senior Executive of that company since inception, until February 2008. Ambrilia Biopharma is a biopharmaceutical company specializing in the research, discovery and development of cancer and infectious disease treatments and diagnostics. Dr. Panchal holds a PhD in Biochemical Engineering and has been managing the scientific affairs of Ambrilia and its predecessor, Procyon Biopharma Inc., since inception in 1986. Under his tenure, Ambrilia has evolved into a TSX listed biotechnology company with several products in development and alliance agreements with multinational drug companies. He also sits on the Board of Chemaphor (TSX.V: CFR), Aurelium Biopharma, Axcelon Biopolymers Corp. and Rodocanachi.

Alexander D.G. Reid (age 71, Director of CardioGenics since 1998). Mr. Reid has been in the financial community with experience in public and private companies for over 30 years. He has held numerous positions and board memberships in various financial and non-financial corporations. For many years, Mr. Reid was the author of the market business column in the Financial Post. Through his writing, various business models have been analysed and critiqued. He has been involved with the Company as a shareholder since 1999;

Dr Gawad's Patent

Looks like Dr Gawad filed a patent in January 2009.
Here's the link:
http://www.faqs.org/patents/app/20090004679

GLTA
Salute

Jagh/CardioGenic Business

(also from the 8k: go to the 8k for pictures)
OUR BUSINESS

Overview

Following our acquisition of CardioGenics, our primary business now focuses on developing products and components for the IVD testing market. We operate in that market through our Ontario, Canada subsidiary, CardioGenics. An overview of our current corporate structure is set forth in the diagram below


8
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QL Care Analyzer





The QLCA represents a shift in the design POC analyzers. The QLCA is small, portable, stand-alone and completely automated point-of-care immunoanalyzer. The QLCA has successfully miniaturized lab test technology, and combined it with a simplified mechanical design and proprietary triggering mechanism.


The QLCA uses a proprietary self-metering cartridge to perform immunoassay tests at the POC. Each cartridge is pre-loaded with our beads, which have been coated with specific bioluminescent proteins linked to the target marker. A drop of whole blood added to the Cartridge creates the chemiluminescent reaction needed to deliver sensitive and accurate test results. Operation of the QLCA does not require specialized training and testing can be completed in 15 minutes.


POC immunoassay analyzers are not new, however, none of the commercial analyzers can replicate the sensitivity and accuracy of a test done in a medical lab. The QLCA delivers the required laboratory sensitivity and accuracy. The QLCA employs chemical light generation or “chemiluminescence“ (“CL“), the same technology used in the medical labs. The QLCA uses a patented automated electronic process to trigger CL, which enhances light collection, speeds up marker binding and increases sensitivity.

Sysop

Howdy Sysop,
Is there any way to update this thread to show the aquisition?
TIA,
Salute

From devicelink.com

http://www.devicelink.com/ivdt/archive/07/03/008.html
However innovative in design and applicable for immunoassay development and commercialization these particles may be, they must be associated with an optimal mode of signal production and detection, and a platform suitable for use in the POC clinical environment. CardioGenics has developed both. The company uses biochemiluminesence derived from natural sources for the former. And for the latter, it devised an inexpensive cartridge-based POC system with no moving parts. This platform provides fully automated testing, requires no membranes, uses unadulterated whole-blood samples needing no additional handling or dilution, and has a TAT of no more than 15 minutes. In addition to other analytical tests now in late-stage development (proteins, TnI, troponin T, and myoglobin), this system lends itself to markers for infectious diseases, zymogens of the coagulation cascade, and malignancy.

Wow,
Tripled in value since May.
Up 24% since the merger completion.
0 traffic.
Sigh

Updated 8k/a

On July 31, 2009, we completed the acquisition of CardioGenics, a developer of products targeting the immunoassay segment of the point-of-care in vitro diagnostic (“IVD”) testing market, based in Ontario, Canada. See “—Our Acquisition of CardioGenics.”

CardioGenics was founded in Toronto, Canada in 1997 by Dr. Yahia Gawad to develop technology and products targeting the immunoassay segment of the IVD testing market. These include:

-The QL Care Analyzer (“QLCA”), a state-of-the-art proprietary point of care (“POC”) immunoanalyzer;
-A series of immunoassay tests to detect cardiac markers (the “Cardiovascular Tests”); and
-Paramagnetic beads developed through our proprietary method, which improves their light collection (“Beads”).

Following our acquisition of CardioGenics, our primary business now focuses on developing products and components for the IVD testing market.

GLTA

Congrats Longs!!
GLTA,
Salute

Is this bad boy gonna keep going?

NOPE

IF HE DOES, SOME OF US KNOW WHOM HE IS AND IT IS BEYOND ME THAT HE IS STILL ALLOWED TO SCREW PEOPLE OVER AND PUMP A STOCK LIKE JAGH. WONDERS NEVER CEASE AND HOW THIS SCUMBAG CAME OUT SMELLING LIKE A ROSE, WHILE OTHERS LOST THEIR ENTIRE SAVINGS. I BET YOU SLEEP WELL AT NIGHT JOHN ...

BINGO, Buddy

CDR avanti=John?????

Is CDR Avanti John??

If not then CDR can ignore this, as for JOHN- you are sub-human and gutless.

CDR is not JA

I don't think I have ever spoken to Mr. J. A., but I am 0-3 on his recommendations to date. LOL, you'd think I would learn.

GLTU, sir
Salute