MusclePharm to Acquire BioZone Pharmaceuticals' QuSomes(R) Technology and Manufacturing Facilities
November 13 2013 - 8:00AM
Marketwired
MusclePharm to Acquire BioZone Pharmaceuticals' QuSomes(R)
Technology and Manufacturing Facilities
DENVER, CO--(Marketwired - Nov 13, 2013) - MusclePharm
Corporation (OTCQB: MSLP) ("MusclePharm"), a leading international,
award-winning sports nutrition company, announced today it has
signed a definitive asset purchase agreement with BioZone
Pharmaceuticals, Inc. ("BioZone") to acquire substantially all of
the assets of BioZone and its subsidiaries.
Under the terms of the agreement, MusclePharm, through a newly
formed Nevada subsidiary, BioZone Laboratories, Inc., will acquire
substantially all of the assets of BioZone and its subsidiaries
including its manufacturing facility in Richmond, California; all
assets associated with BioZone's QuSomes®, HyperSorb and EquaSome™
technologies; BioZone's Baker-Cummins line of products; and, the
name "BioZone". In addition, BioZone will retain the right to
market QuSomes® technology for a period of time. The Company will
also license certain of the acquired assets to BioZone for a period
of time.
BioZone's patented QuSomes® technology enhances the absorption
of topical and other drugs. MusclePharm is evaluating the QuSomes®
technology in connection with nutritional supplements to determine
if the combination of QuSomes® and nutritional supplements will
enhance the absorption and speed of delivery of several MusclePharm
products.
MusclePharm's management believes that the acquisition would
provide MusclePharm with additional benefits:
- A substantial opportunity to bring science, innovation and
sophistication to the sport nutrition market;
- An opportunity to realize meaningful cost savings by utilizing
the existing BioZone facilities in Northern California to establish
a new west coast distribution center for MusclePharm products;
- An opportunity to realize meaningful cost savings by
internalizing and consolidating MusclePharm's product quality
control programs which are currently being outsourced; and
- An opportunity, over time, to internalize various components of
manufacturing of MusclePharm products.
Commenting on the announcement, Brad Pyatt, Founder and CEO of
MusclePharm, stated, "We believe that the acquisition of the
BioZone assets provides MusclePharm with numerous avenues to create
shareholder value. In addition to acquiring the delivery
technologies and science, we will have an opportunity to improve
our logistics and supply chain and take control of QC
procedures. Lastly, it gives us a long-term roadmap to
eventually take control of our manufacturing."
The purchase price to be paid by MusclePharm at closing is 1.2
million shares of the Company's common stock, of which 600,000
shares will be placed into escrow for a period of 9 months to cover
indemnification obligations. While in escrow, the 600,000
shares shall also be subject to repurchase by MusclePharm for
$10.00 per share in cash. Non-escrowed shares will be subject to a
lockup agreement containing certain leak out provisions as well as
permit private sales.
Closing of the transaction is subject to customary conditions
including the delivery of a fairness opinion to MusclePharm,
regulatory filings, and shareholder approval by BioZone
shareholders. Closing will occur subsequent to satisfying all
closing conditions which is expected to occur prior to December 31,
2013.
ABOUT MUSCLEPHARM CORPORATION
MusclePharm® is a leading international, award-winning sports
nutrition company offering vitamins and nutritional supplements
which are available in more than 110 countries and available in
15,000+ U.S. retail outlets, including Costco, Dick's Sporting
Goods, 24 Hour Fitness, Bally's, GNC, Vitamin Shoppe and Vitamin
World. The company's brands are MusclePharm®, Arnold
Schwarzenegger Series™, and FitMiss™. The comprehensive lines of
clinically-proven, safe and effective nutritional supplements are
developed through a six-stage research process that utilizes the
expertise of leading nutritional scientists, doctors and
universities. For more information, visit www.musclepharmcorp.com.
Follow the company at http://www.facebook.com/MusclePharm and
www.Twitter.com/MusclePharm.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities and Exchange Act of 1934, as
amended. Statements that are not a description of historical facts
constitute forward-looking statements and may often, but not
always, be identified by the use of such words as "expects",
"anticipates", "intends", "estimates", "plans", "potential",
"possible", "probable", "believes", "seeks", "may", "will",
"should", "could" or the negative of such terms or other similar
expressions. Actual results may differ materially from those set
forth in this release due to the risks and uncertainties inherent
in the Company's business. More detailed information about the
Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2012,
the Company's Quarter Reports on Form 10-Q and other filings
submitted by the Company to the SEC, copies of which may be
obtained from the SEC's website at www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All
forward-looking statements are qualified in their entirety by this
cautionary statement and the Company undertakes no obligation to
revise or update this release to reflect events or circumstances
after the date hereof.
MusclePharm Investor Contact: The Del Mar Consulting Group, Inc.
Robert B. Prag President Telephone: 858-794-9500 Email: Email
Contact or Alex Partners, LLC Scott Wilfong President Telephone:
425-242-0891 Email: Email Contact
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