MZT Holdings, Inc., formerly known as Matritech, Inc., Announces Stockholders Approved Sale of Substantially All Assets
December 13 2007 - 2:01PM
Business Wire
MZT Holdings, Inc., formerly known as Matritech, Inc. (Amex:MZT),
announced today that its stockholders have approved: � the sale of
substantially all of the assets of the company to Milano
Acquisition Corp., a wholly owned subsidiary of Inverness Medical
Innovations, Inc., pursuant to and on the terms set forth in an
Asset Purchase Agreement dated August 27, 2007 by and among
Inverness, Milano and Matritech; � the plan of complete liquidation
and dissolution of the company, including the liquidation and
dissolution of the company contemplated thereby, following the
closing of the asset sale; and � the amendment to the company�s
certificate of incorporation to change its name to MZT Holdings,
Inc. following the closing of the asset sale. Following receipt of
stockholder approval, the company completed the sale of
substantially all of its assets to Milano Acquisition Corp. in
exchange for aggregate consideration of 616,671 shares of Inverness
common stock valued in accordance with the Asset Purchase Agreement
at approximately $36 million. MZT Holdings may receive up to $2
million of incremental consideration, payable in cash and/or
Inverness common stock, if the revenue associated with the assets
sold to Milano exceeds certain revenue targets during the next
twelve-month period. Based on the closing price of Inverness common
stock on December 12, 2007, the market value of the 616,671 shares
received by MZT Holdings is approximately $34.7 million. Following
the closing of the asset sale, the Company�s name was changed to
MZT Holdings, Inc. MZT Holdings also announced that its Board of
Directors has accepted the resignations of all of its executive
officers except its Secretary, Patricia Randall, effective December
12, 2007. On December 12, 2007, MZT Holdings� Board of Directors
elected Craig R. Jalbert as MZT Holdings� President and Treasurer.
Mr. Jalbert is a partner at Verdolino & Lowey, P.C., an
accounting firm that specializes in working with companies
liquidating and winding up their operations. MZT Holdings has
engaged Verdolino & Lowey to assist the Company in planning for
and completing its liquidation and dissolution process approved by
the Company�s stockholders. MZT Holdings will pay Verdolino &
Lowey for such services, but Mr. Jalbert will not receive any
additional direct compensation or benefits as President or
Treasurer of MZT Holdings. MZT Holdings further announced that it
intends to seek voluntary delisting of its common stock from the
American Stock Exchange. MZT Holdings does not meet the continued
listing standards of the American Stock Exchange in that in
accordance with (i) Section 1003(a)(i) of the Company Guide MZT
Holdings has stockholders' equity of less than $2,000,000 and
losses from continuing operations and/or net losses in two of its
last three most recent fiscal years; (ii) Section 1003(a)(ii) of
the Company Guide MZT Holdings has stockholders' equity of less
than $4,000,000 and losses from continuing operations and/or net
losses in three of its four most recent fiscal years and (iii)
Section 1003(a)(iii) of the Company Guide MZT Holdings has
stockholders' equity of less than $6,000,000 and losses from
continuing operations and/or net losses in its five most recent
fiscal years. Statement under the Private Securities Litigation
Reform Act This press release may contain forward-looking
statements within the meaning of the federal securities laws,
including statements regarding the anticipated delisting of the
Company�s shares from the American Stock Exchange and the
liquidation and dissolution process. These statements reflect the
Company's current expectations with respect to future events and
are based on its management's current assumptions and information
currently available. Actual results may differ materially. There
can be no assurance that the Company's expectations will be
achieved. Please refer to the risk factors detailed in the
Company's periodic reports and registration statements as filed
with the Securities and Exchange Commission, as well as in the
Company�s definitive proxy statement filed on November 14, 2007.
These forward-looking statements are neither promises nor
guarantees. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. MZT Holdings undertakes no responsibility to revise or
update any such forward-looking information.
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