CEDAR KNOLLS, N.J. and
MISSISSAUGA, Ontario, June 30, 2020 /PRNewswire/ -- MYOS RENS
Technology, Inc. ("MYOS") (NASDAQ: MYOS), an advanced nutrition
company and the owner of Fortetropin®, a proprietary bioactive
composition that helps build lean muscle, and MedAvail, Inc.
("MedAvail"), a private, in-clinic telemedicine-enabled pharmacy
organization that has developed and commercialized a proprietary
robotic dispensing platform and home delivery operation focused on
the Medicare Advantage market in the
United States, or U.S, announced today that they have
entered into a definitive Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") in which a wholly-owned
subsidiary of MYOS will merge with and into MedAvail, with MedAvail
being the surviving corporation and a wholly-owned subsidiary of
MYOS (the "Merger").
In connection with the Merger, substantially all of the assets
and liabilities of MYOS (except as specifically excluded) will be
contributed to a subsidiary of MYOS prior to the closing of the
Merger and the shares of the subsidiary will be distributed as a
dividend immediately subsequent to the closing of the Merger to
those MYOS shareholders of record as of prior to the closing of the
Merger. The combined company will focus on advancing MedAvail's
network of in-clinic pharmacies within Medicare sites across the
U.S., while the current MYOS muscle health business will be spun
off as a private unaffiliated company. MedAvail will pay the
spun-out business $2 million in cash
upon the closing of the Merger and issue a promissory note for an
additional $3 million, payable in
installments within one year of the closing of the Merger.
Upon stockholder approval and consummation of the Merger, the
combined company is expected to operate under the name MedAvail
Holdings, Inc. and to continue to trade on the Nasdaq Capital
Market ("Nasdaq").
About the Proposed Transaction
Under the terms of the Merger Agreement, on a pro forma basis
upon the closing of the Merger and the closing of anticipated
financing, the current MYOS stockholders, in addition to receiving
shares in MYOS's current muscle health business, will own
approximately 3.5% of the combined company. MedAvail's security
holders and new investors will own approximately 96.5% of the
combined company (on a fully diluted basis), subject to the
adjustments set forth in the Merger Agreement.
The transaction has been approved by the boards of directors of
both companies, and is expected to close by December 31, 2020, subject to customary closing
conditions. These conditions include, among others, approval by the
Merger by MYOS shareholders and MedAvail stockholders, approval of
the Merger by Nasdaq and MedAvail completing a financing of at
least $30 million to be consummated
concurrently with the closing of the Merger.
"We are excited about the proposed merger with MedAvail, which
we believe has the potential to deliver significant value to MYOS
stockholders. This transaction will provide our shareholders with
equity in a well-capitalized, commercial stage healthcare
technology company backed by marquee healthcare investors, while
simultaneously infusing capital to support the ongoing private MYOS
business. As a private entity, MYOS will have the ability to
significantly reduce operating expenses and focus resources on the
continued expansion of our client base, which will allow our
customers to benefit from our Fortetropin-based brands and products
in our animal health, age management and sports nutrition
businesses," said MYOS Chief Executive Officer Joseph Mannello.
Ed Kilroy, Chief Executive
Officer of MedAvail, said "This is the next step in our plan to
execute our growth strategy within the U.S. Medicare
market. We look forward to working with our partners
and investors who include Express Scripts, Walgreens and Blue Cross
Blue Shield of Arizona. Technology is clearly a core part of
how healthcare will be delivered moving forward and we feel
extremely well positioned."
Following the merger, Mr. Kilroy is expected to be appointed to
serve as the post-merger combined company's Chief Executive
Officer. The board of directors for the post-merger combined
company will consist of members who are currently directors of
MedAvail. Following the merger, the post-merger combined
company will be headquartered in Ontario,
Canada.
H.C. Wainwright & Co. is acting as financial advisor to
MYOS, and Hiller, PC and Ellenoff Grossman & Schole LLP are
acting as legal counsel to MYOS. Cowen is acting as financial
advisor to MedAvail, and Wilson Sonsini
Goodrich & Rosati, PC is acting as legal counsel to
MedAvail.
For additional information regarding the proposed Merger, please
see MYOS's Current Report on Form 8-K relating to the Merger, which
will be filed promptly and can be obtained at the website of the
United States Securities and Exchange Commission at
www.sec.gov.
About MYOS RENS Technology, Inc.
MYOS RENS Technology
Inc. (MYOS), "The Muscle Company®", is a Cedar Knolls, NJ-based advanced nutrition
company that develops and markets products that improve muscle
health and performance. MYOS is the owner of Fortetropin®, a
fertilized egg yolk-based product manufactured via a proprietary
process to retain and optimize its biological activity. Fortetropin
has been clinically shown to increase muscle size, lean body mass
and reduce muscle atrophy. MYOS believes Fortetropin has the
potential to redefine existing standards of physical health and
wellness and produces muscle health support products featuring
Fortetropin under the names of Yolked®, Physician Muscle Health
Formula®, MYOS Canine Muscle Formula®, (Regular & Vet Strength)
and Qurr®. For more information, please visit www.myosrens.com.
About MedAvail, Inc.
MedAvail is a
telemedicine-enabled pharmacy organization, providing turnkey
in-clinic pharmacy services through its proprietary robotic
dispensing platform and home delivery operations based in
Ontario, Canada. Focused on
Medicare Advantage clinics, MedAvail helps patients to optimize
drug adherence, resulting in better health outcomes at lower
cost. Since inception in 2012, MedAvail has been backed by
leading healthcare organizations including Express Scripts,
Walgreens and Blue Cross Blue Shield of Arizona.
Additional Information and Where to Find It
MYOS plans
to file with the Securities and Exchange Commission, or SEC, and
the parties plan to furnish to the securityholders of MYOS and
MedAvail, a Registration Statement on Form S-4, in addition to a
proxy statement/prospectus of MYOS which also will be included in
an information statement of MedAvail, in connection with the
proposed merger transaction. The proxy
statement/prospectus/information statement described above will
contain important information about MYOS, MedAvail, the proposed
merger transaction and related matters. Investors are urged to read
the proxy statement/prospectus/information statement carefully when
it becomes available. Investors will be able to obtain free copies
of these documents, and other documents filed with the SEC by MYOS,
through the website maintained by the SEC at www.sec.gov. In
addition, investors will be able to obtain free copies of these
documents from MYOS by going to the MYOS Investor Relations web
page at https://ir.myosrens.com/ and clicking on the link titled
"SEC Filings" or by contacting MYOS's Investor Relations group at
the following: MYOS RENS Technology, Inc.: Joanne Goodford, 973-509-0444,
jgoodford@myoscorp.com.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote of approval, 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 offer 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 ("Securities Act").
Participants in the Solicitation
The respective
directors and executive officers of MYOS and MedAvail may be deemed
to be participants in the solicitation of proxies or written
consents from the security holders of MYOS and MedAvail in
connection with the proposed Merger. Information regarding the
interests of these directors and executive officers in the
transaction described herein will be included in the proxy
statement/prospectus/information statement described above.
Forward Looking Statements
This communication contains
forward-looking statements which include, but are not limited to,
statements regarding expected timing, completion and effects of the
proposed merger transaction. These forward-looking statements are
subject to the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. MYOS's expectations and beliefs
regarding these matters may not materialize. Actual outcomes and
results may differ materially from those contemplated by these
forward-looking statements as a result of uncertainties, risks and
changes in circumstances, including but not limited to risks and
uncertainties related to: the ability of the parties to consummate
the proposed merger transaction, satisfaction of closing conditions
precedent to the consummation of the proposed merger transaction,
potential delays in consummating the transaction and the ability of
MYOS to timely and successfully achieve the anticipated benefits of
the transaction. Additional risks and uncertainties that could
cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption "Risk Factors" and elsewhere in MYOS's most recent
filings with the SEC, including MYOS's Quarterly Report on Form
10-Q for the quarter ended March 31,
2020 and any subsequent reports on Form 10-K, Form 10-Q or
Form 8-K filed with the SEC from time to time and available at
www.sec.gov. These documents can be accessed on the MYOS Investor
Relations page at https://ir.myosrens.com/ by clicking on the link
titled "SEC Filings." The risks and uncertainties may be amplified
by the COVID-19 pandemic, which has caused significant economic
uncertainty. The extent to which the COVID-19 pandemic impacts
MYOS's and MedAvail's businesses, operations, and financial
results, including the duration and magnitude of such effects, will
depend on numerous factors, which are unpredictable, including, but
not limited to, the duration and spread of the outbreak, its
severity, the actions to contain the virus or treat its impact, and
how quickly and to what extent normal economic and operating
conditions can resume.
The forward-looking statements included in this communication
are made only as of the date hereof. MYOS and MedAvail assume no
obligation and does not intend to update these forward-looking
statements, except as required by law.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. Any offers,
solicitations of offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the
Securities Act.
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SOURCE MYOS RENS Technology