Inverness Medical Innovations Agrees to Acquire Matritech, Inc.
28 August 2007 - 10:15PM
PR Newswire (US)
WALTHAM, Mass. and NEWTON, Mass., Aug. 28 /PRNewswire-FirstCall/ --
Inverness Medical Innovations, Inc. (AMEX:IMA) and Matritech, Inc.
(AMEX:MZT) today announced that they have entered into an asset
purchase agreement pursuant to which Inverness will acquire
substantially all of the assets of Matritech for aggregate
consideration of $36 million, payable in shares of Inverness common
stock. In addition, Inverness would pay Matritech up to $2 million
of incremental consideration, in cash and/or Inverness common
stock, conditioned on the achievement of certain revenue targets
for the twelve month period following the closing. Matritech is a
leading developer and marketer of protein-based diagnostic products
for the early detection of cancer. The company's leading product,
the NMP22(R) BladderChek(R) Test is a point-of-care test cleared by
the FDA for both the diagnosis and monitoring of bladder cancer.
Inverness, a leading manufacturer and marketer of rapid diagnostic
products for the consumer and professional markets, expects
opportunities to develop between Matritech and its existing
point-of-care organization as well as with those of other recently
acquired companies. Commenting on the agreement, Ron Zwanziger,
President and CEO of Inverness, said "We are excited about the
addition of Matritech's bladder cancer technology to the Inverness
portfolio, and look forward to realizing the market opportunities
available to us through combining the Matritech products with our
global distribution capabilities." Stephen D. Chubb, Chairman and
CEO of Matritech, said "We are extremely proud of the achievements
of our scientists and sales force that developed and built a market
for our non-invasive bladder cancer test. We believe Inverness has
the resources, experience and commitment to increase penetration of
our products in the point-of-care cancer diagnostics market and
improve the early detection of cancer." The Board of Directors of
Matritech also has approved the dissolution of the corporation in
accordance with Delaware law, subject to stockholder approval,
after the closing of the asset sale. Matritech expects that the
complete dissolution process may take several years. In order to
obtain the cash necessary to satisfy Matritech's existing
obligations and to preserve the value of the consideration received
at closing, Matritech expects to sell all of the shares of
Inverness common stock received as consideration in the asset sale
as promptly as practicable after the closing of the asset sale.
Before distributing any amounts to its common stockholders,
Matritech must first satisfy all of its obligations to its existing
creditors and preferred stockholders, as well as paying certain
employee costs including change of control payments to management
personnel not transferring to Inverness and transaction costs
related to the asset sale and the dissolution. After payment of
these obligations and fees, Matritech estimates that the net
proceeds expected to be available for distribution to its common
stockholders will be in the range of $10 million to $12 million, or
approximately $0.16 to $0.19 per share. Matritech has agreed to
convene a special meeting of its stockholders to vote upon the
approval of the asset sale and the dissolution of the corporation.
Matritech plans to distribute to its stockholders a proxy
statement/prospectus providing further detailed information about
the proposed asset sale and dissolution. The asset sale and
dissolution are conditioned upon approval by Matritech's
stockholders and the asset sale is further conditioned on the
satisfaction of other customary closing conditions, and is expected
to close in the fourth quarter of 2007. Covington & Associates
acted as financial advisor and Foley Hoag LLP acted as legal
counsel to Inverness. CIBC World Markets Corp. acted as financial
advisor and Choate, Hall & Stewart LLP acted as legal counsel
to Matritech. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. Additional Information About
the Proposed Transaction and Where to Find It: Inverness plans to
file with the SEC a registration statement on Form S-4 in
connection with the proposed transaction, which will include
Matritech's proxy statement and Inverness' prospectus for the
proposed transaction. THE REGISTRATION STATEMENT AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT
INVERNESS, MATRITECH, THE TRANSACTION AND RELATED MATTERS.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY
WHEN THEY ARE AVAILABLE. Free copies of the registration statement
and the proxy statement/prospectus and other documents filed with
the SEC by Inverness and Matritech can be obtained through the web
site maintained by the SEC at http://www.sec.gov/. In addition,
free copies of the registration statement and the proxy
statement/prospectus will be available from Inverness by contacting
Shareholder Relations at (781) 647-3900 or or from Matritech by
contacting Richard A. Sandberg at (617) 658-5224 or . Inverness,
Matritech and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the shareholders of Matritech in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the proposed transaction will
be included in the definitive proxy statement/prospectus described
above. Additional information regarding Inverness' directors and
executive officers is also included in Inverness' proxy statement
for its 2007 Annual Meeting of Stockholders, which was filed with
the SEC on April 9, 2007. Additional information regarding
Matritech's directors and executive officers is also included in
Matritech's proxy statement for its 2007 Annual Meeting of
Stockholders, which was filed with the SEC on or about April 26,
2007. These proxy statements are available free of charge at the
SEC's web site at http://www.sec.gov/ and from Inverness and
Matritech by contacting them as described above. About Matritech
Matritech, Inc., a leading marketer and developer of protein-based
diagnostic products for the early detection of cancer, is using its
patented proteomics technology to develop diagnostics for the
detection of a variety of cancers. The Company's first two
products, the NMP22(R) Test Kit and NMP22(R) BladderChek(R) Test,
have been FDA cleared for the monitoring and diagnosis of bladder
cancer. The NMP22 BladderChek Test is based on Matritech's
proprietary nuclear matrix protein (NMP) technology, which
correlates levels of NMPs in body fluids to the presence of cancer.
In addition to the NMP22 protein marker utilized in the NMP22 Test
Kit and NMP22 BladderChek Test, the Company has discovered other
proteins associated with cervical, breast, prostate, and colon
cancer. Matritech is headquartered in Newton, Massachusetts. More
information about Matritech is available at
http://www.matritech.com/. About Inverness Inverness Medical
Innovations is a leading developer of advanced diagnostic devices
and is presently exploring new opportunities for its proprietary
electrochemical and other technologies in a variety of professional
diagnostic and consumer-oriented applications including immuno-
diagnostics with a focus on infectious disease, cardiology, drugs
of abuse and women's health. The Company's new product development
efforts, as well as its position as a leading supplier of consumer
pregnancy and fertility/ovulation tests and rapid point-of-care
diagnostics, are supported by the strength of its intellectual
property portfolio. Inverness is headquartered in Waltham,
Massachusetts. For additional information on Inverness Medical
Inc., please visit the Company's website at
http://www.invernessmedical.com/. Statement under the Private
Securities Litigation Reform Act This press release may contain
forward-looking statements within the meaning of the federal
securities laws, including statements regarding the anticipated
timing of, benefits, synergies and other results or effects of, the
proposed asset sale and dissolution, market opportunities following
the proposed transaction, the timing of sales of Inverness common
stock by Matritech, the dissolution process and estimated net
proceeds to common stockholders. These statements reflect the
parties' current views and expectations with respect to future
events and are based on their respective management's current
assumptions and information currently available. Actual results may
differ materially due to numerous factors including, without
limitation, risks associated with securing necessary securityholder
and lender approvals, other closing conditions, regulatory review,
Inverness' ability to integrate this and other acquisitions, the
ability of the parties to recognize the expected synergies and
benefits of their business combination, Matritech's ability to
timely sell the Inverness common stock received in the proposed
transaction, the ability of the parties to continue to successfully
develop and manufacture diagnostic testing products and to
commercialize such products, as well as changes or events affecting
the business, financial condition or results of operations of
either Inverness or Matritech prior to closing the transaction,
including the risks and uncertainties described in Inverness'
annual report on Form 10-K for the year ended December 31, 2006 and
Matritech's annual report on Form 10-K for the year ended December
31, 2006, and other factors identified from time to time in their
respective periodic filings with the Securities and Exchange
Commission. Completion of the asset sale and dissolution of
Matritech are each subject to conditions to closing, and there can
be no assurance those conditions will be satisfied or that the
asset sale or dissolution will be completed on the terms described
herein or at all. These forward-looking statements are neither
promises nor guarantees. Neither Matritech nor Inverness undertakes
any responsibility to revise or update any forward-looking
statements contained herein. DATASOURCE: Inverness Medical
Innovations, Inc.; Matritech, Inc. CONTACT: Kathleen O'Donnell of
Matritech, +1-617-928-0820, ext. 270; or Investors, Doug Guarino of
Inverness, Director of Corporate Relations, +1-781-647-3900 Web
site: http://www.invernessmedical.com/ http://www.matritech.com/
Copyright
Matritech (AMEX:MZT)
Historical Stock Chart
From May 2024 to Jun 2024
Matritech (AMEX:MZT)
Historical Stock Chart
From Jun 2023 to Jun 2024