Update on Acquisition of Impact Biomedical, Inc.
April 27 2020 - 4:35PM
Document Security Systems, Inc. (“
DSS” or the
“
Company”) (NYSE American: DSS), a leader in
anti-counterfeit, authentication and diversion protection
technologies, announces the completion of the required independent
valuation, allowing the company to proceed with the acquisition of
the stock of Impact BioMedical, Inc. (“
Impact
BioMedical”) through a share exchange agreement as
outlined in the term sheet announced on March 12, 2020 (the
“
Term Sheet”) among DSS, DSS BioHealth Security,
Inc., a wholly-owned direct subsidiary of DSS, Impact BioMedical
and Global BioMedical Pte. Ltd. (“
Global
BioMedical”), which owns all of the stock of Impact
BioMedical.
Impact BioMedical’s ownership of a suite of
antiviral and medical technologies has been valued at $382 million.
As the value is higher than the agreed value, the purchase price
for the acquisition will be DSS common stock and convertible
preferred stock with an agreed value of $50 million, as previously
announced. The independent valuation was completed by Destum
Partners (“Destum Partners”), known globally for its high level of
expertise and capability in independently valuing and advising on
pharmaceutical technology. Since 2015, Destum Partners has valued
and advised on $2.5 billion in completed transactions. For over 15
years, Destum Partners has maintained a strong presence within the
biopharma and the life sciences industry with clients ranging from
multinational Fortune 500 companies to midsized and early stage
privately held companies. They have a global reach with clients in
their portfolio based in Asia, Europe and the Americas.
Global BioMedical is a 100% owned subsidiary of
Singapore eDevelopment Limited (SGX: 40V)
(“SeD”). The completion of the transaction
is conditioned upon obtaining approval of the shareholders of both
SeD and DSS, completion of an audit of the financial statements of
Impact BioMedical, and other conditions. SeD’s Chief
Executive Officer and largest shareholder is Heng Fai Ambrose Chan,
the Chairman of the Board and largest shareholder of DSS.
The parties to the Term Sheet will continue to
progress toward closing the deal and will provide further updates
on its progress as appropriate.
Shareholders and potential investors of DSS are
advised to read this Press Release, documents filed by DSS with the
Securities and Exchange Commission (www.sec.gov) and any further
announcements made by DSS carefully.
About Document Security Systems, Inc.
(DSS)
For over 15 years, DSS has protected
corporations, financial institutions, and governments from
sophisticated and costly fraud. DSS' innovative anti-counterfeit,
authentication, and brand protection solutions are deployed to
prevent attacks which threaten products, digital presence,
financial instruments, and identification. AuthentiGuard®, the
company's flagship product, provides authentication capability
through a smartphone application so businesses can empower a wide
range of employees, supply chain personnel, and consumers to track
their brands and verify authenticity. For more information on DSS
visit http://www.dsssecure.com.
About Impact BioMedical,
Inc.
Impact BioMedical, Inc. (“Impact BioMedical”) is
a wholly owned direct subsidiary of Global BioMedical Pte. Ltd.,
which in turn is a wholly owned direct subsidiary of Singapore
eDevelopment Limited, a company listed on the Singapore
Exchange.
Impact BioMedical strives to leverage its
scientific know-how and intellectual property rights to provide
solutions that have been plaguing the biomedical field for decades.
By tapping into the scientific expertise of GRDG Sciences, LLC. and
Australian Exchange-listed Holista CollTech Limited, Impact
BioMedical pledges to undertake a concerted effort in the R&D,
drug discovery and development for the prevention, inhibition, and
treatment of neurological, oncological and immuno related
diseases.
Safe Harbor Disclosure
This press release contains forward-looking
statements that are made pursuant to the safe harbor provisions
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. Such forward-looking statements include, but are not
limited to, statements related to the Company's ability to complete
the financing, its intended use of proceeds and other statements
that are not historical facts. Forward-looking statements are based
on management’s current expectations and are subject to risks and
uncertainties that may cause actual results or events to differ
materially from those projected. These risks and uncertainties,
many of which are beyond our control, include: the risk that the
acquisition of Impact Biomedical may not be approved by the
shareholders of either DSS or SeD, or may not close for other
reasons; risks relating to our growth strategy; our ability to
obtain, perform under and maintain financing and strategic
agreements and relationships; risks relating to the results of
development activities; our ability to attract, integrate and
retain key personnel; our need for substantial additional funds;
patent and intellectual property matters; competition; as well as
other risks described in the section entitled “Risk Factors” in the
prospectus and in the section entitled “Risk Factors” and elsewhere
in our Annual Report on Form 10-K filed with the SEC on March 31,
2020, and in our other filings with the SEC, including, without
limitation, our reports on Forms 8-K and 10-Q, all of which can be
obtained on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on the forward- looking statements,
which speak only as of the date on which they are made and reflect
management’s current estimates, projections, expectations and
beliefs. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our
expectations or any changes in events, conditions or circumstances
on which any such statement is based, except as required by
law.
Investor Contact: Bret Shapiro, Core IR(516)
222-2560 ir@dsssecure.com
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