MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
April 04 2014 - 7:30AM
Marketwired
MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
Private Placement Transaction Increases Working Capital to
Accelerate Growth
ORLANDO, FL and CHICAGO, IL--(Marketwired - Apr 4, 2014) -
MEDITE, a leading developer of innovative, high-quality equipment
and supplies for the cancer diagnostic segments of histology,
pathology and cytology today announced it has closed the
acquisition transaction with 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. In conjunction with
the closing of the acquisition, the companies also announced the
initial closing of a private placement of common stock resulting in
gross cash proceeds to the Company of $1.5 million.
Under the terms of the purchase agreement, the shareholders of
MEDITE exchanged all of the issued and outstanding capital stock of
MEDITE in exchange for CytoCore common stock representing
approximate 76% of CytoCore's issued and outstanding common stock.
As a result of the closing of the transaction, Michaela Ott,
Co-President of MEDITE will serve as Chief Executive Officer and
Michael Ott, 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.
The transaction creates a company that is well positioned to
emerge as a rapidly growing disruptive force in the multi-billion
dollar global histology and cytology systems marketplace with 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.
"We are pleased to have concluded this transaction which now
allows us to focus on executing a growth plan that leverages our
combined product portfolios and market opportunities," commented
Michaela Ott, CEO of the combined company. "Our global customer
base and in particular new distribution agreements in North
American, China and Europe markets give us the momentum to grow our
current revenue base and provide our proven management team with
the opportunity to drive improved profitability."
About MEDITE The Holding MEDITE Enterprise Inc., Orlando,
wholly-own Medite GmbH a Germany-based Company with its
subsidiaries CytoGlobe GmbH (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. 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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