Nyer Medical Group, Inc., Announces Agreements to Sell Certain Eaton Apothecary Assets to Walgreens and Sell Operating Subsidiar
24 October 2009 - 9:07AM
PR Newswire (US)
Nyer to Liquidate Following Transactions HOLLISTON, Mass., Oct. 23
/PRNewswire-FirstCall/ -- Nyer Medical Group, Inc., (NASDAQ:NYER)
announced today that D.A.W., Inc., a wholly-owned subsidiary of
Nyer which does business under the name Eaton Apothecary, and Nyer
entered into a definitive agreement with Walgreen Eastern Co., Inc.
for the sale of a substantial portion of DAW's operating assets,
including prescription files and inventory of a total of 12
neighborhood pharmacies which includes the assignment of eight
leases, for a purchase price, subject to certain adjustments, of
$12.0 million plus up to $5.75 million of qualifying inventory and
$1.1 million of operating equipment. In addition, Nyer also
announced today that Nyer and DAW entered into a definitive
agreement with certain management investors for the sale of the
stock of DAW following the closing of the Walgreens transaction,
under which Nyer will receive a benefit of $1,500,000 after giving
effect to liabilities to be retained by DAW. In conjunction with
these transactions, following which Nyer would have no remaining
assets other than the cash received from the transactions, Nyer
intends to proceed with the orderly liquidation and dissolution of
Nyer Medical Group, Inc. "As President of DAW and Nyer Medical
Group, my primary duty is to maximize shareholder value, which I
believe these transactions do," said Mark Dumouchel. "However, I am
happy to say that Walgreens' interest in Eaton Apothecary has been
beyond buying only pharmacy files -- they will continue to operate
a majority of the 12 pharmacies as well as hire all eligible
employees at the 12 locations. In addition, the sale of our
subsidiary's stock to an investor group insures that virtually all
employees will retain their positions while all our customers will
continue to receive the quality service to which they have grown
accustomed. We believe these transactions together, yield the best
outcome for our shareholders, customers and employees." The
completion of the asset sale to Walgreens, sale of DAW stock to
investors and plan of dissolution are each subject to certain
closing conditions, including the approval of Nyer's shareholders.
The transactions are expected to close within the next 90 days.
About Nyer Medical Group Nyer Medical Group, Inc., is a holding
company that, through its pharmacy subsidiary, operates pharmacies
and provides pharmacy management services to various not-for-profit
entities in the greater Boston area. For further information
contact Mark Dumouchel (508) 429-8506, extension 16. Safe Harbor
for Forward-Looking Statements Certain statements contained in this
press release are forward looking in nature within the meaning of
the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. These statements are generally identified
by the inclusion of phrases such as "we expect," "we anticipate,"
"we believe," "we estimate," and other phrases of similar meaning.
These forward-looking statements are based on our management's
current expectations and beliefs and involve numerous risks and
uncertainties that could cause actual results to differ materially
from expectations, including the risk that we may fail to
consummate the transactions contemplated by our agreements with
Walgreens and investors in DAW or liquidate Nyer. You should not
rely upon these forward-looking statements as predictions of future
events because we cannot assure you that the events or
circumstances reflected in these statements will be achieved or
will occur. For example, the description regarding the expected
closing time for the sales and liquidation involves a forward
looking statement. The closing of the transactions is subject to
certain closing conditions set forth in the agreement including the
approval of Nyer's shareholders; these conditions may be delayed or
may not occur, causing the closing to occur at a later date than
expected or not at all. Except as required by law, Nyer undertakes
no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events. Additional factors are described under
"Part I. Item 1. A. - Risk Factors" in our most recent Annual
Report on Form 10-K as filed with the Securities and Exchange
Commission. Except as required by law, Nyer Medical Group
undertakes no obligation to release publicly the result of any
revision to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. Additional Information and
Where to Find It In connection with the proposed transactions, Nyer
Medical Group, Inc. ("Nyer") will file a proxy statement and other
relevant documents with the Securities and Exchange Commission
("SEC"). NYER SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTIONS AND RELATED MATTERS. NYER SHAREHOLDERS WILL
HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE)
AND OTHER DOCUMENTS FILED WITH THE SEC BY NYER THROUGH THE SEC
WEBSITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS
MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM NYER BY
DIRECTING A REQUEST TO: NYER MEDICAL GROUP, INC., 13 WATER STREET,
HOLLISTON CORPORATION, MASSACHUSETTS 01746, ATTENTION: CHIEF
EXECUTIVE OFFICER, TELEPHONE: (508) 429-8506. Nyer and its
directors and executive officers and other members of management
and employees may be deemed to participate in the solicitation of
proxies in respect of the proposed transactions. Information
regarding Nyer's directors and executive officers is available in
Nyer's annual report on Form 10-K for the year ended June 30, 2009,
which was filed with the SEC on September 28, 2009. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant
documents filed with the SEC when they become available.
DATASOURCE: Nyer Medical Group, Inc. CONTACT: Mark Dumouchel for
Nyer Medical Group, Inc., +1-508-429-8506, Ext. 16 Web Site:
http://www.nyermedicalgroup.com/
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