IVAX Diagnostics, Inc. (NYSE Amex: IVD), a
fully integrated in vitro diagnostics company, announced today that
it has consummated the initial transactions contemplated by its
previously announced stock purchase agreement with ERBA Diagnostics
Mannheim GmbH.
At the initial closing of the investment, IVAX
Diagnostics received an aggregate purchase price of $5,000,000 in
cash, or $0.75 per share, and issued to ERBA Diagnostics Mannheim
6,666,667 shares of IVAX Diagnostics’ common stock and warrants to
purchase an additional 20,000,000 shares of IVAX Diagnostics’
common stock. The warrants have an exercise price per share equal
to $0.75 and have a five-year term. The purchase price of $0.75 per
share and the warrant exercise price of $0.75 per share constitute
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 April 8, 2011, the date on which the
stock purchase agreement was originally publicly announced.
At the initial closing of the investment, ERBA
Diagnostics Mannheim received shares of IVAX Diagnostics’ common
stock and warrants to purchase additional shares of IVAX
Diagnostics’ common stock which (i) were not registered under the
Securities Act of 1933, as amended, and, accordingly, are deemed
“restricted securities,” (ii) are not subject to a registration
rights agreement and (iii) are subject to a two-year lock-up
period.
As previously announced, at future closings of
the investment pursuant to the stock purchase agreement, IVAX
Diagnostics has also agreed to issue to ERBA Diagnostics Mannheim
an additional 6,666,667 shares of IVAX Diagnostics’ common stock
for an aggregate purchase price of $5,000,000, or $0.75 per share,
on or prior to January 1, 2012, as well as an additional 6,666,666
shares of IVAX Diagnostics’ common stock for an aggregate purchase
price of $5,000,000, or $0.75 per share, on or prior to July 1,
2012.
Kevin Clark, IVAX Diagnostics’ President, Chief
Executive Officer and Chief Operating Officer, stated, “We are
excited to have closed the initial transactions contemplated by our
previously announced stock purchase agreement with ERBA Diagnostics
Mannheim. We believe that the net proceeds from this initial
closing of the investment, together with the net proceeds from the
future closings of the investment, will provide adequate cash
resources to fund IVAX Diagnostics’ operations and liquidity needs
for the reasonably foreseeable future. We also believe that this
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.”
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.”
Prior to giving effect to any of the
transactions contemplated by the stock purchase agreement, ERBA
Diagnostics Mannheim owned, directly or indirectly, 20,034,713 of
the 27,724,887 issued and outstanding shares of IVAX Diagnostics’
common stock.
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 transactions
contemplated to be consummated at the future closings 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 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; the risks relating to IVAX Diagnostics’ broad
discretion in its use of the net proceeds from the investment; the
risk 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 be successfully integrated and may not result
in synergies, operational efficiencies or other benefits
anticipated and may not otherwise improve IVAX Diagnostics’
financial condition, operating results or cash position; the risk
that IVAX Diagnostics may not be able to expand its business or
operations; the risk that the warrants may not be exercised, in
whole or in part, by ERBA Diagnostics Mannheim; the risks relating
to ERBA Diagnostics Mannheim’s decision-making regarding whether or
not, and if so when, to exercise the warrants, in whole or in part,
which decision-making will be based upon considerations ERBA
Diagnostics Mannheim 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,
and, when deciding whether or not, and if so when, to exercise the
warrants, in whole or in part, ERBA Diagnostics Mannheim’s interest
may conflict with IVAX Diagnostics’ interests; and other risks and
uncertainties that may cause results to differ materially from
those set forth in the forward-looking statements. In addition to
the risks and uncertainties set forth above, 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.
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