IVAX Diagnostics, Inc. (NYSE Amex: IVD), a fully integrated in
vitro diagnostics company, announced today that it has entered into
a stock purchase agreement with ERBA Diagnostics Mannheim GmbH
pursuant to which IVAX Diagnostics has agreed to sell and issue to
ERBA Diagnostics Mannheim 20,000,000 shares of IVAX Diagnostics’
common stock at a purchase price of $0.75 per share for an
aggregate purchase price of $15,000,000 and warrants to purchase an
additional 20,000,000 shares of IVAX Diagnostics’ common stock.
Without giving effect to the investment contemplated by the
stock purchase agreement, ERBA Diagnostics Mannheim currently
beneficially owns, directly or indirectly, approximately 72.5% of
the issued and outstanding shares of IVAX Diagnostics’ common
stock. The stock purchase agreement and this investment were
approved by a committee of IVAX Diagnostics’ Board of Directors
composed solely of independent directors who together comprise a
majority of IVAX Diagnostics’ Board of Directors.
A summary of the material terms of this investment is provided
below.
- Price per Share for Purchase of Common
Stock. The shares of IVAX Diagnostics’ common stock to be issued
and purchased in this investment will be issued at a price of $0.75
per share, which per share purchase price constitutes a premium of
14% above the average closing price of a share of IVAX Diagnostics’
common stock on the NYSE Amex during the five trading days
immediately prior to the date on which this investment was approved
and publicly announced.
- Timing of Purchase of Common Stock. The
shares of IVAX Diagnostics’ common stock to be issued and purchased
in this investment will be issued and purchased in three
approximately equal installments during the one-year period
beginning with the initial consummation of this investment, as
follows: (i) 6,666,667 shares of IVAX Diagnostics’ common stock for
an aggregate purchase price of $5,000,000, upon the initial
consummation of this investment; (ii) 6,666,667 shares of IVAX
Diagnostics’ common stock for an aggregate purchase price of
$5,000,000, on or prior to the date which is six months after such
initial consummation of this investment; and (iii) 6,666,666 shares
of IVAX Diagnostics’ common stock for an aggregate purchase price
of $5,000,000, on or prior to the date which is one year after such
initial consummation of this investment.
- Exercise Price per Share for Warrants.
The warrants to be issued in this investment will have a five-year
term and will have an exercise price per share equal to $0.75,
which exercise price per share constitutes a premium of 14% above
the average closing price of a share of IVAX Diagnostics’ common
stock on the NYSE Amex during the five trading days immediately
prior to the date on which this investment was approved and
publicly announced.
- Restricted Securities. The shares of
IVAX Diagnostics’ common stock, and the warrants to purchase
additional shares of IVAX Diagnostics’ common stock, to be issued
and purchased in this investment, and the shares of IVAX
Diagnostics’ common stock issuable upon exercise of the warrants,
will be issued in a transaction not involving any public offering
and will not be registered under the Securities Act of 1933, as
amended, and, accordingly, will be deemed “restricted securities”
under Rule 144 promulgated under the Securities Act of 1933, as
amended.
- No Registration Rights. IVAX
Diagnostics has not granted, and does not intend to grant during
the two-year lock-up period described below, any registration
rights to ERBA Diagnostics Mannheim with respect to the shares of
IVAX Diagnostics’ common stock, or the warrants to purchase
additional shares of IVAX Diagnostics’ common stock, to be issued
and purchased in this investment, or the shares of IVAX
Diagnostics’ common stock issuable upon exercise of the
warrants.
- Lock-Up. ERBA Diagnostics Mannheim has
agreed that the shares of IVAX Diagnostics’ common stock to be
issued and purchased in this investment will be subject to a
lock-up for a period of two years after the date on which such
shares were issued and purchased in this investment, during which
time such shares may not be sold, subject to certain limited
exceptions. ERBA Diagnostics Mannheim has also agreed that the
warrants to be issued and purchased in this investment, and the
shares of IVAX Diagnostics’ common stock issuable upon exercise of
the warrants, will be subject to a lock-up for a period of two
years after the date on which such warrants were issued in this
investment, during which time such warrants and shares issuable
upon exercise of the warrants may not be sold, subject to certain
limited exceptions.
- Certain Other Terms and Conditions. The
stock purchase agreement contains representations, warranties,
conditions, covenants and agreements which IVAX Diagnostics
believes are customary for a transaction of the same nature as this
investment. Under the stock purchase agreement, this investment is
conditioned upon IVAX Diagnostics obtaining all required approvals
of its stockholders, including, without limitation, the approval of
holders of at least 66-2/3% of the issued and outstanding shares of
IVAX Diagnostics’ common stock (excluding any shares beneficially
owned, directly or indirectly, by ERBA Diagnostics Mannheim).
Kevin Clark, IVAX Diagnostics’ President, Chief Executive
Officer and Chief Operating Officer, stated, “We are excited about
our entry into the stock purchase agreement with ERBA Diagnostics
Mannheim as we believe that the net proceeds of this investment,
whether or not the warrants are exercised, will provide adequate
cash resources to fund IVAX Diagnostics’ operations and liquidity
needs for the reasonably foreseeable future. IVAX Diagnostics’ cash
and cash equivalents totaled approximately $1,800,000 at December
31, 2010 and $4,200,000 at December 31, 2009 and, as we previously
announced, IVAX Diagnostics’ audited consolidated financial
statements for the year ended December 31, 2010 contained a report
from our independent registered public accounting firm that
indicates there is substantial doubt about IVAX Diagnostics’
ability to continue as a going concern. We also believe that the
investment demonstrates ERBA Diagnostics Mannheim’s strong
commitment to IVAX Diagnostics and belief in IVAX Diagnostics’
long-term business plan and prospects. IVAX Diagnostics continues
to strive to achieve and sustain profitability from its operations,
which we believe will provide the basis for the long-term liquidity
of IVAX Diagnostics.”
Mr. Clark continued, “We currently intend to use the net
proceeds of this investment for general corporate purposes,
including funding the continued growth and development of IVAX
Diagnostics’ business and working capital requirements. The
availability of the net proceeds of this investment is also
expected to put IVAX Diagnostics in a position to be more nimble
and prepared for acquisitions and other strategic opportunities;
however, we do not currently have any definitive agreements or
binding commitments to make any future acquisitions.”
Under the terms of the stock purchase agreement, IVAX
Diagnostics is required to promptly file with the Securities and
Exchange Commission and mail to its stockholders of record a proxy
statement relating to IVAX Diagnostics’ 2011 annual meeting of
stockholders, which is scheduled to be held on May 20, 2011 for the
purpose of, among other things, approving this investment and
certain related matters to be set forth and described in detail in
the proxy statement. The closing of this investment and the
issuance and delivery of the first installment of shares of IVAX
Diagnostics’ common stock and the warrants is expected to occur
promptly after such time, if any, as all required stockholder
approvals are obtained.
Important Information
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security. The shares of IVAX
Diagnostics’ common stock, and the warrants to purchase additional
shares of IVAX Diagnostics’ common stock, to be issued and
purchased in the investment described herein, and the shares of
IVAX Diagnostics’ common stock issuable upon exercise of the
warrants are being so issued and purchased pursuant to an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities
laws.
As described above, in connection with its efforts to obtain
stockholder approval of the investment described herein and certain
related matters, IVAX Diagnostics will file with the Securities and
Exchange Commission and mail to its stockholders of record a proxy
statement which will contain information about IVAX Diagnostics,
the contemplated investment and the related matters to be voted
upon by IVAX Diagnostics’ stockholders at IVAX Diagnostics’ 2011
annual meeting of stockholders. STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
In addition to receiving the proxy statement from IVAX
Diagnostics by mail, the proxy statement, as well as other filings
containing information about IVAX Diagnostics, may also be
obtained, without charge, from the Securities and Exchange
Commission’s website at www.sec.gov.
IVAX Diagnostics and its directors and executive officers may be
deemed to be participants in the solicitation of proxies.
Information concerning the interests of IVAX Diagnostics’ directors
and executive officers in the investment described herein will be
set forth in the proxy statement. Other information concerning IVAX
Diagnostics and its directors and executive officers is contained
in IVAX Diagnostics’ other filings with the Securities and Exchange
Commission, including IVAX Diagnostics’ Annual Report on Form 10-K
for the year ended December 31, 2010, which was filed with the
Securities and Exchange Commission on March 30, 2011.
About IVAX Diagnostics, Inc.
IVAX Diagnostics, Inc. (www.ivaxdiagnostics.com), headquartered
in Miami, Florida, is a fully integrated in vitro diagnostics
company that develops, manufactures and distributes in the United
States and internationally, proprietary diagnostic reagents, test
kits and instrumentation, primarily for autoimmune and infectious
diseases, through its three subsidiaries: Diamedix Corporation
(U.S.), Delta Biologicals S.r.l. (Europe), and ImmunoVision, Inc.
(U.S.).
Safe Harbor Statement
Except for the historical matters contained herein, statements
in this press release are forward-looking and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect the
business and prospects of IVAX Diagnostics, Inc., including,
without limitation: the risk that the investment contemplated by
the stock purchase agreement may not be consummated on the
contemplated terms, in the time frame anticipated, or at all; the
risk that net proceeds of the investment, whether or not the
warrants are exercised, may not provide adequate cash resources to
fund IVAX Diagnostics’ operations or liquidity needs for the
reasonably foreseeable future; the risk that IVAX Diagnostics may
not achieve or sustain profitability from its operations or
otherwise secure funds to provide the basis for its long-term
liquidity; and the risks relating to the use of the net proceeds
from the investment, including, among other things, that IVAX
Diagnostics has broad discretion in its use of the net proceeds
from the investment, and that IVAX Diagnostics may not be
successful in identifying or consummating acquisitions or other
strategic opportunities and that any identified and consummated
acquisition or other strategic opportunity may not result in the
benefits anticipated or otherwise improve IVAX Diagnostics’
financial condition, operating results or cash position. In
addition, there is no assurance that the warrants will be
exercised, in whole or in part, and the decision to exercise the
warrants will be made by ERBA Diagnostics Mannheim based upon
considerations it deems appropriate, which may include, among other
things, the future market price of IVAX Diagnostics’ common stock,
which is subject to volatility and a number of other factors, many
of which may be beyond IVAX Diagnostics’ control. Further, ERBA
Diagnostics Mannheim’s interests in deciding whether or not to
exercise the warrants may conflict with IVAX Diagnostics’
interests. In addition to the risks and uncertainties set forth
above and other risks and uncertainties that may cause results to
differ materially from those set forth in the forward-looking
statements, investors should consider the economic, competitive,
governmental, technological and other risks and uncertainties
discussed in IVAX Diagnostics’ filings with the SEC, including,
without limitation, the risks and uncertainties discussed under the
heading “Risk Factors” in such filings.
Grafico Azioni Ivax Diagnostics (AMEX:IVD)
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Da Mag 2024 a Giu 2024
Grafico Azioni Ivax Diagnostics (AMEX:IVD)
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Da Giu 2023 a Giu 2024
