ROCHESTER, N.Y., March 29, 2016 /PRNewswire/ -- VirtualScopics,
Inc. (NASDAQ:VSCP), a leading provider of clinical trial imaging
solutions, today announced it will not hold its conference call, or
provide its webcast, previously scheduled for Wednesday, March 30, 2016 at 8:30 a.m. ET.
On March 25, 2016, VirtualScopics
announced that it had entered into a definitive agreement with
BioTelemetry, Inc. (NASDAQ:BEAT) whereby BioTelemetry will acquire
VirtualScopics. BioTelemetry will make an all cash tender offer for
all outstanding common and preferred shares of VirtualScopics,
which is expected to commence on or about April 11, 2016, and will be open for a minimum of
20 business days. VirtualScopics' Board has approved the
transaction and has unanimously agreed to recommend to stockholders
that they tender their shares of VirtualScopics' common and
preferred stock in the tender offer. At the time the tender
offer is commenced, BioTelemetry and certain of its affiliates will
file a tender offer statement on Schedule TO with the SEC, and
VirtualScopics will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer.
More details concerning the terms and conditions of the tender
offer and definitive agreement may be found in VirtualScopics' Form
8-K filed with the Securities and Exchange Commission on
March 25, 2016.
About VirtualScopics, Inc.
VirtualScopics, Inc.
(NASDAQ:VSCP) is a leading provider of clinical trial imaging
solutions to accelerate drug and medical device development.
For risk-averse, time-constrained Clinical Trial Study Teams,
Medical Directors and Imaging Scientists who require quality
imaging data delivered on-time, within budget and on a consistent
basis, VirtualScopics' clinical trial imaging solutions are an
inspired true exception to commonly accepted services provided by
other clinical trial imaging providers. Because of the
scientific and operational flexibility and responsiveness
available, VirtualScopics' clinical trial imaging solutions deliver
special performance advantages compared to other image service
providers that offer common, every day clinical trial imaging
services. For more information about VirtualScopics, Inc.,
please visit www.virtualscopics.com.
Forward-looking Statements
The statements contained in
this press release that are not purely historical are
forward-looking statements within the meaning of the Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are intended to be
covered by the safe harbors created thereby. These
forward-looking statements include, but are not limited to,
statements regarding VirtualScopics' beliefs and expectations,
statements about BioTelemetry's proposed acquisition of
VirtualScopics, including the timing and success of the tender
offer and expectations regarding the growth and success of the
combined entity. and/or statements preceded by, followed by or that
include the words "believes", "could", "expects", "anticipates",
"estimates", "intends", "plans", "projects", "seeks", or similar
expressions. Forward-looking statements deal with the
company's current plans, intentions, beliefs and
expectations. Investors are cautioned that all
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Many of these risks and
uncertainties are discussed in the company's Annual Report on Form
10-K for the fiscal year ended December 31,
2015 filed with the Securities and Exchange Commission (the
"SEC"), and in any subsequent reports filed with the SEC,
all of which are available at the SEC's website at
www.sec.gov. These include without limitation: BioTelemetry's
ability to successfully complete the tender offer for
VirtualScopics' shares or realize the anticipated benefits of the
transaction; the effects of disruption caused by the proposed
acquisition creating difficulty in maintaining relationships with
employees, customers and other business partners; stockholder
litigation in connection with the proposed acquisition; and the
failure of any of the conditions to BioTelemetry's tender offer to
be satisfied. All forward-looking statements speak only as of
the date of this press release and the company undertakes no
obligation to update such forward-looking statements.
Important Additional Information
The tender offer for the outstanding shares of common stock and
preferred stock of VirtualScopics has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
VirtualScopics' common stock or preferred stock. The
solicitation and the offer to purchase shares of VirtualScopics'
common stock and preferred stock will be made pursuant to an offer
to purchase and related materials that BioTelemetry and certain of
its affiliates intend to file with the SEC.
At the time the tender offer is commenced, BioTelemetry and
certain of its affiliates will file a tender offer statement on
Schedule TO with the SEC, and VirtualScopics will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. Both the tender offer statement and the
solicitation/recommendation statement will be mailed to
VirtualScopics' stockholders free of charge. A free copy of
the tender offer statement and the solicitation/recommendation
statement will be available to all VirtualScopics' stockholders
from a depository to be announced once the tender offer
commences. The tender offer statement and
solicitation/recommendation statement (including all documents
filed with the SEC) are free by accessing the SEC's website at
www.sec.gov.
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER,
VIRTUALSCOPICS' STOCKHOLDERS ARE ADVISED TO READ AND CONSIDER
CAREFULLY THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, EACH AS
MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, AND OTHER
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND ITS PARTIES.
For More Information, Contact:
Donna N. Stein, APR, Fellow PRSA
Managing Partner
Donna Stein & Partners
315-361-4672
Email: dstein1@twcny.rr.com
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SOURCE VirtualScopics, Inc.
