CytoCore to Acquire MEDITE
Combination Creates Publicly Traded Global Market Force in
Cytology and Histology
ORLANDO, FL and CHICAGO, IL--(Marketwired - Jan 13, 2014) -
MEDITE Group, a leading developer of innovative, high-quality
equipment and supplies for the cancer diagnostic segments of
histology, pathology and cytology headquartered in Orlando,
Florida, today announced that it has signed a definitive purchase
agreement to be acquired by Chicago-based CytoCore, Inc. (OTCBB:
CYOE), a late development stage bio molecular diagnostics company
engaged in the design, development, and commercialization of
cost-effective sample collection, clinical laboratory assay and
instrument systems for the early detection and classification of
cancer and for the assessment of the risk for cancer progression.
The purchase agreement has been approved by the Board of Directors
of both companies and is subject to standard and customary closing
conditions and deliveries. The transaction is currently expected to
close by March 15, 2014.
Under the terms of the purchase agreement, the shareholders of
MEDITE will exchange all of the issued and outstanding capital
stock of MEDITE in exchange for CytoCore common stock representing
approximate 80% of CytoCore's issued and outstanding common
stock. The new demands being placed on labs resulting from the
passage of the Affordable Care Act, and the 1.6 million new cancer
cases (2012) in the U.S., the combined company will leverage its
expertise to continue developing new cancer diagnostic tools to
improve early detection of these cancers.
"The combination of CytoCore and MEDITE creates a global force
in the cytology and histology markets with the opportunity to
create significant benefits for our customers and growth for our
shareholders," said Michaela Ott, co-President of
MEDITE. "Over the past few months, MEDITE has achieved several
milestones accelerating our expansion in the U.S. markets with a
number of industry leaders, while opening up new channels into
China to deliver its equipment to standardize the workflow process
in histology labs for digital pathology control
solutions. This expanded global market presence is expected to
benefit CytoCore's unique bio molecular marker product pipeline. We
believe that the combined business will be well positioned to
generate 50% annual revenue growth and increasing profitability for
the foreseeable future."
Based on currently available information, MEDITE expects revenue
of approximately $9.5 million and a profit for the full year ended
December 31, 2013. MEDITE has consistently generated positive net
income under the current management team, which assumed control in
2006.
"MEDITE and CytoCore are well positioned to emerge as a rapidly
growing disruptive force in the multi-billion dollar global
histology and cytology systems marketplace. We will immediately
have a pipeline of proprietary products including high margin
stains, biomarkers and consumable products, plus the partnerships
and customer relationships in place to deliver these products to
market. Access to the U.S. capital markets will provide us
with the resources to continue to expand our business and growth
prospects, while executing on our long term business plan," added
Ott.
Robert McCullough, Jr, Chief Executive Officer and CFO of
CytoCore, commented, "This combination positions CytoCore to
benefit from MEDITE's existing business momentum and growth
potential, while providing resources to commercialize the
biomolecular technologies and products we have developed. We
have been impressed with the quality and reliability of MEDITE's
products, and in the coming quarters we anticipate transitioning
several exciting products developed by CytoCore to commercial
availability, further capitalizing on MEDITE's business
momentum."
Upon completion of the acquisition, Michaela Ott will serve as
Chief Executive Officer of the combined company, Michael Ott,
currently co-President of MEDITE, will serve as President and Chief
Operating Officer, and Robert McCullough, Jr. will continue to
serve as Chief Financial Officer. The Company will be headquartered
in Orlando, FL.
About MEDITE The Holding MEDITE Enterprise Inc., Orlando,
wholly-own Medite GmbH, a Germany-based Company with its
subsidiaries CytoGlobe GmbH (Liquid-Based-Cytology Products,
Germany), Medite GmbH (Distributor, Austria), Medite Inc.
(Distributor, Americas). Since 1978, MEDITE® Group has specialized
on the development, manufacture and distribution of medical
laboratory automation equipment and supplies for pathology,
histology and cytology. For these fields, the Company offers a
complete range of devices and consumables. MEDITE Group
currently sells into 70 countries and is the market leader in
Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE
offers a full range of products for Cytology labs, specifically
liquid based cytology cancer screening supplies and instruments.
Additional information on MEDITE's products and services can be
found at www.medite-group.com.
About CytoCore, Inc. CytoCore®, Inc. is a biomolecular
diagnostics company engaged in the design, development, and
commercialization of cost-effective cancer screening systems and
Biomarkers to assist in the early detection of cancer. CytoCore® is
currently focused on the design, development, and marketing of its
CytoCore Solutions™ System and related image analysis platform. The
CytoCore Solutions™ System and associated products are intended to
detect, classify and assess the risk of progression of cancer and
cancer-related diseases, and may be used in a laboratory, clinic,
or doctor's office. Recently developed cancer bio markers are in
preparation for a clinical study.
This press release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding future operating performance, events, trends and
plans. All statements other than statements of historical fact
contained herein, including, without limitation, statements
regarding our future financial position, business strategy,
budgets, projected revenues and costs, and plans and objectives of
management for future operations, are forward-looking statements.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expects,"
"intends," "plans," "projects," "estimates," "anticipates," or
"believes" or the negative thereof or any variation thereon or
similar terminology or expressions. We have based these
forward-looking statements on our current expectations and
projections about future events. These forward-looking statements
are not guarantees and are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Important factors that could cause our
actual results to differ from our expectations, include but are not
limited to, MEDITE's ability following the acquisition to maintain
and grow its revenues, our ability to integrate MEDITE's operations
with our historic operations, the effect that the acquisition will
have on MEDITE's existing customers and employees as well as those
risk factors that apply to our operations as disclosed in Item 1A
of our Report on Form 10-K for the year ended December 31, 2012 and
other filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on our forward-looking
statements, as they speak only as of the date made. Such statements
are not guarantees of future performance or events and we undertake
no obligation to disclose any revision to these forward-looking
statements to reflect events or circumstances occurring after the
date hereof.
Contact Information: EVC Group Investor Contact: Doug Sherk
415-652-9100 Michael Polyviou 212-850-6020 Media Contact: Janine
McCargo 646-688-0425
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