IVAX Diagnostics, Inc. (NYSE Amex:IVD), a fully integrated in
vitro diagnostics company, announced today that it has entered into
an Amendment to that certain Stock Purchase Agreement, dated April
8, 2011, between IVAX Diagnostics and ERBA Diagnostics Mannheim
GmbH.
As previously reported, pursuant to the Stock Purchase
Agreement, IVAX Diagnostics agreed to sell and issue to ERBA
Diagnostics Mannheim a total of 20,000,000 shares of IVAX
Diagnostics’ common stock at a purchase price of $0.75 per share
for an aggregate purchase price of $15,000,000 and warrants to
purchase an additional 20,000,000 shares of IVAX Diagnostics’
common stock, in the following manner: (i) 6,666,667 shares of IVAX
Diagnostics’ common stock for an aggregate purchase price of
$5,000,000, upon the initial consummation of the investment, which
occurred on July 1, 2011 (the “Initial Closing”); (ii) 6,666,667
shares of IVAX Diagnostics’ common stock for an aggregate purchase
price of $5,000,000, on or prior to the date which is six months
after the Initial Closing (the “Second Closing”); and (iii)
6,666,666 shares of IVAX Diagnostics’ common stock for an aggregate
purchase price of $5,000,000, on or prior to the date which is one
year after the Initial Closing (the “Final Closing”).
Pursuant to the Amendment, the Stock Purchase Agreement has been
amended to state that: (i) the Second Closing will take place,
after the Initial Closing, on the date that is sixty (60) days
after the date on which a majority of the independent directors on
IVAX Diagnostics’ Board of Directors determines by vote or written
consent that the Second Closing shall occur and causes IVAX
Diagnostics to provide notice thereof to ERBA Diagnostics Mannheim;
and (ii) the Final Closing will take place, after the Initial
Closing and after or simultaneously with the Second Closing, on the
date that is sixty (60) days after the date on which a majority of
the independent directors on IVAX Diagnostics’ Board of Directors
determines by vote or written consent that the Final Closing shall
occur and causes IVAX Diagnostics to provide notice thereof to ERBA
Diagnostics Mannheim. The Amendment was unanimously approved by the
independent directors on IVAX Diagnostics’ Board of Directors.
Kevin Clark, IVAX Diagnostics’ President, Chief Executive
Officer and Chief Operating Officer, stated, “We are pleased that,
through this Amendment to the Stock Purchase Agreement, the
independent directors on our Board of Directors will be able to
trigger the timing of the consummation of the Second Closing and
the Final Closing based upon IVAX Diagnostics’ cash requirements,
including for funding the continued growth and development of our
business and working capital requirements, and for possible
acquisitions and strategic opportunities. This Amendment to the
Stock Purchase Agreement will also have the effect of moving the
timing of the dilutive impact that would be caused by the issuance
to ERBA Diagnostics Mannheim of additional shares of IVAX
Diagnostics’ common stock at the Second Closing and the Final
Closing. We are also excited to report that, principally due to the
expected relative improvement in our operations and the expected
relative reduction in the rate of our use of cash during the fourth
quarter of 2011, we believe that the immediacy of our need for
additional cash has diminished.”
ERBA currently owns, directly or indirectly, 26,701,380 shares
of IVAX Diagnostics’ common stock, or approximately 77.6% of the
issued and outstanding shares of IVAX Diagnostics’ common
stock.
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, including, without
limitation: the risk that the transactions contemplated to be
consummated at the Second Closing and the Final Closing under the
Stock Purchase Agreement, as amended by the Amendment, may not be
consummated on the contemplated terms, in the time frame
anticipated, or at all; the risk that net proceeds of the
investment by ERBA Diagnostics Mannheim may not provide adequate
cash resources to fund IVAX Diagnostics’ operations or liquidity
needs for the reasonably foreseeable future; the risks relating to
IVAX Diagnostics’ broad discretion in its use of the net proceeds
from the investment, including, among other things, that IVAX
Diagnostics may not be successful in identifying or consummating
acquisitions or other strategic opportunities and that any
identified and consummated acquisition or other strategic
opportunity may not result in the benefits anticipated or otherwise
improve IVAX Diagnostics’ financial condition, operating results or
cash position; the risk that the warrants may not be exercised, in
whole or in part, by ERBA Diagnostics Mannheim; the risks relating
to ERBA Diagnostics Mannheim’s decision-making regarding whether or
not, and if so when, to exercise the warrants, in whole or in part,
which decision-making will be based upon considerations ERBA
Diagnostics Mannheim 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,
and, when deciding whether or not, and if so when, to exercise the
warrants, in whole or in part, ERBA Diagnostics Mannheim’s interest
may conflict with IVAX Diagnostics’ interests; the risks that the
expected relative improvement in IVAX Diagnostics’ operations
during the fourth quarter of 2011, or the expected relative
reduction in the rate of IVAX Diagnostics’ use of cash during the
fourth quarter of 2011, may not occur in the fourth quarter of 2011
or continue in future periods to the extent anticipated or at all,
and, if either or both do not occur in the fourth quarter of 2011
or continue in future periods, then IVAX Diagnostics may not have
adequate cash resources to fund IVAX Diagnostics’ operations or
liquidity needs for the reasonably foreseeable future; the risk
that IVAX Diagnostics may not achieve or sustain profitability from
its operations or otherwise secure funds to provide the basis for
its long-term liquidity; the risk that IVAX Diagnostics may not be
successful in its efforts to improve its financial condition,
results of operations and cash flows, including, without
limitation, that IVAX Diagnostics may not be able to successfully
implement cost containment efforts and achieve a reduction in its
expenses and that IVAX Diagnostics may not be able to successfully
grow its business, whether during the anticipated time frame or at
all; the risk that IVAX Diagnostics operating results, financial
condition and cash flows may be materially and adversely impacted
by factors beyond IVAX Diagnostics’ control, including, among other
things, the fluctuation in currency exchange rates; 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.
Ivax Diagnostics (AMEX:IVD)
Historical Stock Chart
From Apr 2024 to May 2024
Ivax Diagnostics (AMEX:IVD)
Historical Stock Chart
From May 2023 to May 2024
