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Oct 19th, 2010
Bluechiip Limited to list on ASX via Sofcom Limited reverse takeover
Bluechiip Limited – a Melbourne-based company which has invented and developed a groundbreaking innovative MEMS (Micro Electro Mechanical Systems) tracking solution with a number of commercial applications, for healthcare, security, defence and waste industries – plans to list on the Australian Stock Exchange (ASX) via a reverse takeover by Sofcom Limited, an ASX-listed company whose shares ceased trading in 2005.
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Sofcom’s offer to Bluechiip’s shareholders will close on Friday 22 October 2010 unless minimum acceptance conditions are reached earlier. Sofcom’s shareholders will be asked to vote on the proposal, which is unanimously supported by directors of both companies. If Sofcom shareholders support the deal, Bluechiip shareholders will exchange their Bluechiip shares for Sofcom shares. Bluechiip shareholders will receive 9.35 Sofcom shares for each Bluechiip share that they hold. Sofcom will issue a total of 77,522,823 fully paid ordinary shares in the company to the shareholders of Bluechiip following a 10:1 share consolidation by Sofcom. The deal values Bluechiip Limited at $15.5 million.

The deal is subject to several conditions, including: acceptance by more than 50% of Bluechiip’s shareholders, representing more than 75% of Bluechiip shares; a minimum capital raising of $3 million completed via a prospectus; and approval by Sofcom’s shareholders at a general meeting expected to be scheduled in November 2010.
A listing on the ASX is expected to significantly broaden and enhance investor appetite in Bluechiip, and will give the company access to important capital, allowing us to continue to develop and commercialise our world-first technology,” said Bluechiip Limited Chairman Iain Kirkwood. “In Sofcom, we have found an ideal vehicle to list Bluechiip on the ASX.” On completion of the transaction, the three current Sofcom directors will retire and will be replaced on the board by the current four Bluechiip directors – Iain Kirkwood (Chairman), Brett Schwarz (Managing Director), Joe Baini (Executive Director) and Larry Lopez (Non-Executive Director) – together with Company Secretary Lee Mitchell.
Later this month a prospectus will be circulated to both Sofcom and Bluechiip shareholders and members of the public in which a minimum of $3 million in new capital is being sought.
About Bluechiip Limited:
Bluechiip’s product, a tracking and monitoring technology is a new, groundbreaking invention which represents a generational change in tracking technology from current common methods such as labels (hand-written or pre-printed), barcodes (linear or 2D) and microelectronic integrated circuit (IC)-based RFID (Radio Frequency Identification). Bluechiip’s technology is based on MEMS (Micro Electro Mechanical Systems) resonators, involving a tiny mechanical chip which contains no electronics. The chip can be embedded or manufactured into a storage product (e.g. a vial, tube or bag) and information from the chip can then be detected by a reader. The reader can also sense the temperature of tagged items. Traditional identification technologies – labels, barcodes and RFID tags – have significant limitations. Whereas a barcode requires a visible tag or line-of-sight optical scan, Bluechiip technology does not. Unlike labels, barcodes and RFID, the Bluechiip technology can measure the temperature of each item a chip is attached to, or embedded in. Importantly, Bluechiip technology enables data to be read at temperatures as low as those reached in liquid nitrogen (-196 degrees celsius) and as high as 200 degrees celsius. Data can also be transmitted through frost. Because Bluechiip’s mechanical chips contain no electronics, they have been field-proven to survive autoclaving, gamma irradiation sterilisation, humidification, centrifugation, cryogenic storage and frosting.
Bluechiip technology has initial applications in the healthcare industry, particularly those businesses which require cryogenic storage facilities (biobanks and biorepositories) with demand increasing rapidly. Bluechiip offers the only technology that enables accurate and reliable storing and tracking with surety of valuable and irreplaceable samples including stem cells, cord blood and in-vitro fertilisation (IVF). It also has other healthcare applications in pathology, clinical trials and forensics. Several other key target markets include cold-chain logistics/supply chain, security/defence, industrial/manufacturing and aerospace/aviation.
Bluechiip is protected by a portfolio of 10 patents, 5 of which have been granted internationally. “The healthcare and life sciences industries produce and use millions of high value tissue samples around the world each day that are critical to patient care and many of these are currently labelled with sub-standard tracking technologies,” said Bluechiip Limited Chairman Iain Kirkwood. “In many cases, standards for collecting and storing human biological specimens have evolved little in decades. Bluechiip technology takes product-tracking to new, more robust, more reliable levels. The crucial point is that Bluechiip involves no electronics, which dramatically reduces the chance of breakdown or misreadings.”


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