IVAX Diagnostics Reports Results of Annual Meeting and Announces Entry into Credit Facility with Third Party Lender
June 10 2011 - 4:05PM
Business Wire
IVAX Diagnostics, Inc. (NYSE Amex: IVD) reported the results of
its 2011 Annual Meeting of Stockholders, which was held earlier
today, and announced that today it has entered into a credit
facility with a third party lender.
Results of 2011 Annual Meeting of
Stockholders
Earlier today, IVAX Diagnostics held its 2011 Annual Meeting of
Stockholders. The voting results from the Annual Meeting were as
follows:
Proposal #1: Approved. IVAX Diagnostics’
stockholders approved the sale and issuance to ERBA Diagnostics
Mannheim GmbH of 20,000,000 shares of IVAX Diagnostics’ Common
Stock for an aggregate purchase price of $15,000,000 and warrants
to purchase an additional 20,000,000 shares of IVAX Diagnostics’
Common Stock pursuant to the previously announced stock purchase
agreement entered into between IVAX Diagnostics and ERBA
Diagnostics Mannheim on April 8, 2011. This investment was required
to be, and was, approved under Section 203 of the Delaware General
Corporation Law by holders of at least 66-2/3% of the issued and
outstanding shares of IVAX Diagnostics’ Common Stock (excluding any
shares beneficially owned, directly or indirectly, by ERBA
Diagnostics Mannheim) and under Section 713 of the NYSE Amex
Company Guide by holders of at least a majority of the issued and
outstanding shares of IVAX Diagnostics’ Common Stock.
Proposal #2: Approved. IVAX Diagnostics’
stockholders approved an amendment to IVAX Diagnostics’ Amended and
Restated Certificate of Incorporation increasing the number of
authorized shares of IVAX Diagnostics’ Common Stock from 50,000,000
shares to 100,000,000 shares.
Proposal #3: Approved. IVAX Diagnostics’
stockholders approved, solely under Section 203 of the Delaware
General Corporation Law, certain future transactions between IVAX
Diagnostics and ERBA Diagnostics Mannheim and its affiliates and
associates. This proposal was required to be, and was, approved
under Section 203 of the Delaware General Corporation Law by
holders of at least 66-2/3% of the issued and outstanding shares of
IVAX Diagnostics’ Common Stock (excluding any shares beneficially
owned, directly or indirectly, by ERBA Diagnostics Mannheim).
Proposal #4: Approved All Nominees. IVAX
Diagnostics’ stockholders elected all five of the nominees for
director to IVAX Diagnostics’ Board of Directors.
Kevin Clark, President, Chief Executive Officer and Chief
Operating Officer of IVAX Diagnostics, said, “Our executive
management team and our Board of Directors would like to express
our sincere appreciation for our stockholders’ continued support of
IVAX Diagnostics. As a result of our stockholders having approved
the investment contemplated by Proposal #1 at the Annual Meeting,
we now expect to consummate the initial transactions contemplated
by the previously announced stock purchase agreement with ERBA
Diagnostics Mannheim as promptly as practicable.”
Credit Facility
In order to address certain liquidity needs, Diamedix
Corporation, a wholly-owned subsidiary of IVAX Diagnostics which is
located in Miami, Florida, entered into a loan agreement, dated
June 10, 2011, with City National Bank of Florida which provides
for a secured, revolving credit facility of up to $975,000. Under
the terms of this credit facility: (i) amounts outstanding will
bear interest at an annual rate equal to the 30-day LIBOR plus
4.00%; (ii) amounts outstanding will be secured by all of the
assets of Diamedix Corporation, including, without limitation, the
company’s headquarters located in Miami, Florida; and (iii) IVAX
Diagnostics and its two other wholly-owned subsidiaries –
ImmunoVision, Inc. and Delta Biologicals, S.r.l. – have guaranteed
the repayment of amounts outstanding under this credit
facility.
About IVAX Diagnostics, Inc.
IVAX Diagnostics, Inc. (www.ivaxdiagnostics.com), headquartered
in Miami, Florida, is a fully integrated in vitro diagnostics
company that develops, manufactures and distributes in the United
States and internationally, proprietary diagnostic reagents, test
kits and instrumentation, primarily for autoimmune and infectious
diseases, through its three subsidiaries: Diamedix Corporation
(U.S.), Delta Biologicals S.r.l. (Europe), and ImmunoVision, Inc.
(U.S.).
Safe Harbor Statement
Except for the historical matters contained herein, statements
in this press release are forward-looking and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect the
business and prospects of IVAX Diagnostics, Inc., including,
without limitation, the risks and uncertainties associated with:
IVAX Diagnostics’ ability to generate positive cash flow or
otherwise improve its liquidity, whether from existing operations,
strategic initiatives or other sources of liquidity, including,
without limitation, from the investment described above or the
credit facility described above; the investment described above may
not be consummated on the contemplated terms, in the time frame
anticipated, or at all; the net proceeds of the investment
described above, whether or not the warrants are exercised, may not
provide adequate cash resources to fund IVAX Diagnostics’
operations or liquidity needs for the reasonably foreseeable
future; the warrants may not be exercised, in whole or in part; the
decision to exercise the warrants will be made by ERBA Diagnostics
Mannheim based upon considerations it deems appropriate, which may
include, among other things, the future market price of IVAX
Diagnostics’ common stock, which is subject to volatility and a
number of other factors, many of which may be beyond IVAX
Diagnostics’ control; ERBA Diagnostics Mannheim’s interests in
deciding whether or not to exercise the warrants may conflict with
IVAX Diagnostics’ interests; the dilutive impact to existing IVAX
Diagnostics stockholders of any issuance of equity securities, or
securities convertible into shares of common stock, including the
investment described above; voting control of IVAX Diagnostics’
common stock by ERBA Diagnostics Mannheim; conflicts of interest
with ERBA Diagnostics Mannheim and with IVAX Diagnostics’ officers,
employees and directors, including, without limitation, IVAX
Diagnostics’ directors that are also executive officers of ERBA
Diagnostics Mannheim; and other risks and uncertainties that may
cause results to differ materially from those set forth in the
forward-looking statements. In addition to the risks and
uncertainties set forth above, investors should consider the
economic, competitive, governmental, technological and other risks
and uncertainties discussed in IVAX Diagnostics’ filings with the
Securities and Exchange Commission, including, without limitation,
the risks and uncertainties discussed under the heading “Risk
Factors” in such filings.
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