Guardion Health Sciences to Acquire Activ Nutritional, LLC and Its Well-Known Viactiv® Brand of Products from Adare Pharmac...
May 18 2021 - 9:25AM
Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the
“Company”), a clinical nutrition and diagnostics company that
develops clinically supported nutrition, medical foods, supplements
and medical devices, today announced the first acquisition being
effected under its recently-appointed CEO’s new growth strategy to
more widely compete in the clinical nutrition market. The Company
has entered into an Equity Purchase Agreement with Adare
Pharmaceuticals, Inc. (“Adare”) to acquire all of the equity of
Activ Nutritional, LLC for a cash payment of $26 million, subject
to certain adjustments. The transaction is subject to several
customary closing conditions and is expected to close by June 30,
2021.
Adare owns the Viactiv® line of supplement chews
for bone health, immune health and other applications. Currently
marketed through many of the nation’s largest retailers, including,
among others, Walmart (retail and online), Target and Amazon, the
Viactiv product lines are expected to become Guardion’s most
prominent product lines, as well as to provide access to
significant opportunities in the short-term for growth and
expansion.
Bret Scholtes, Guardion’s CEO commented, “The
Activ Nutritional acquisition satisfies a number of our current
objectives as we continue efforts to build our position within the
clinical nutrition market. Activ Nutritional has an established
brand and presence from which we can significantly expand our
capabilities in terms of marketing, product lines and new
distribution channels. It also will provide a significant boost to
our current revenues and operating earnings. The transaction
immediately expands our reach beyond ocular health, which has long
been our primary focus, and allows us to more easily explore
opportunities in the wider world of clinical nutrition. It also
positions us to more adeptly identify additional opportunities to
expand our presence in the market, whether through improved
commercialization of our current products and product pipeline or
through other acquisitions and other strategic transactions. We
look forward to announcing to our shareholders the closing of this
important transaction.”
Sheppard, Mullin, Richter & Hampton LLP is
serving as Guardion’s legal advisor. Corporate Finance Associates
served as Guardion’s financial advisor. Stout provided due
diligence analysis and support. The Company will be filing a
Current Report on Form 8-K with the U. S. Securities and Exchange
Commission (the “SEC”) to provide additional information on this
transaction.
About Guardion Health Sciences, Inc.
Guardion Health Sciences, Inc. (Nasdaq: GHSI),
is a clinical nutrition and diagnostics company. Guardion offers a
portfolio of science-based, clinically supported nutrition, medical
foods, supplements, and diagnostic products that support healthcare
professionals, their patients, and consumers in achieving health
goals. Guardion’s commercial and developmental initiatives are
supported by equally impressive scientific and medical advisory
boards, led by seasoned business executives and physicians with
many years of experience. Information and risk factors with respect
to Guardion and its business, including its ability to successfully
develop and commercialize its proprietary products and
technologies, may be obtained in the Company’s filings with the SEC
at www.sec.gov.
Forward-Looking Statement
Disclaimer
With the exception of the historical information
contained in this news release, the matters described herein may
contain forward-looking statements 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. Statements
preceded by, followed by or that otherwise include the words
“believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans” and similar expressions or future or
conditional verbs such as “will,” “should,” “would,” “may” and
“could” are generally forward-looking in nature and not historical
facts, although not all forward-looking statements include the
foregoing. These statements involve unknown risks and uncertainties
that may individually or materially impact the matters discussed
herein for a variety of reasons that are outside the control of the
Company, including, but are not limited to, the Company’s ability
to raise sufficient financing to implement its business plan, the
integration of a new management team, the integration of one or
more acquisition targets, the impact of the COVID-19 pandemic on
the Company’s business, operations and the economy in general, the
Company’s ability to successfully develop and commercialize its
proprietary products and technologies, and the Company’s ability to
maintain compliance with Nasdaq’s listing requirements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, as actual results could differ materially from those
described in the forward-looking statements contained herein.
Readers are urged to read the risk factors set forth in the
Company’s filings with the SEC, which are available at the SEC’s
website (www.sec.gov). The Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Investor Relations Contact:CORE
IRScott Arnold516-222-2560scotta@coreir.com
Media Relations Contact:Jules
AbrahamDirector of Public RelationsCORE
IR917-885-7378julesa@coreir.com
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