BioAmber Inc fka BIOAQ

[Koan]

So, the letter from LCY's lawyer to the shareholders saying they're getting nothing is somehow false..

To be clear, The Norton Rose Fulbright letter dated January 31, 2020, acting on behalf of LCY Chemical Corp., was not a PR or official statement addressed to BioAmber Inc. shareholders. There were no statements about the outcome of BioAmber Inc. shares or their worth. It was a response to some inquiries made either to KKR or LCY and was therefore received only by a subset of stakeholders.

There are several important errors or inconsistencies in the letter which differs from PwC's documents, foremost among them are that Luc refers to the asset transaction under the CCAA as the "LCY Transaction", while PwC has always referred to it as the "Visolis Transaction".

Notwithstanding inconsistencies, the brief letter does not make any definitive statements regarding the shares of BioAmber Inc. in singularity. It specifically speaks to events under the purview of the CCAA, and seeks to answer LCY's own interpretation of the inquiries to which it responds.

Two key paragraphs:

"The LCY Transaction has been completed almost two (2) years ago. The Monitor has since been released from its duties, through an order of the Court. Although LCY can appreciate the disappointment of some stakeholders involved in the BA Group CCAA process, chief amongst the secured creditors who have suffered important losses, under no circumstances could it ever be argued that LCY should in any way be responsible for this disappointment. Besides, in a CCAA context, when the company is insolvent, shareholders’ interest are subordinated to those of the creditors. Again, the evidence available on PwC’s website is abundant to support the fact that secured creditors have suffered a tremendous loss in the BA Group CCAA process.

LCY has been informed that some shareholders of the BA Group have reached out to LCY’s shareholders to seek compensation. Obviously, given the above, this is not something that may be contemplated. Please be advised that neither LCY nor its shareholders will respond further to any such request made by shareholders of the BA Group."

In the first place, BioAmber Inc. shareholders are not concerned with "disappointment", or who may or may not be responsible for "disappointment". BioAmber shareholders are concerned about their ownership stake in BioAmber Inc. and the nature of what PwC has described as arm's length transactions. Period.

Still, Luc makes the statement, "...under no circumstances could it ever be argued that LCY should in any way be responsible for this disappointment." Unless, of course, LCY was party to or aware of any gross negligence or willful misconduct of PwC's actions as court appointed monitor.

Further, Luc's statement in regards to compensation exists only in the context of the CCAA and consolidates all of the BioAmber companies into one group, the "BA Group", which PwC has done throughout this entire process. Again, BioAmber Inc. is the US parent company (where the shares are), with BioAmber Sarnia Inc. and BioAmber Canada Inc. being Canadian subsidiaries. These were consolidated during the Chapter 15/CCAA for efficiency and administrative purposes only. Legally, these are three separate companies and by law are necessarily treated as such.

There are reasons why PwC and various attorneys refuse to isolate out and speak about BioAmber Inc. in singularity.

DO GOVERN YOURSELVES ACCORDINGLY