Guardion Health Sciences Broadens Clinical Nutrition Product Offerings by Closing Acquisition of Activ Nutritional, which own...
June 02 2021 - 9:07AM
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 closing of the first
acquisition in its strategy to more widely compete in the clinical
nutrition market. The Company closed on the recently announced
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.
Activ Nutritional, LLC, is a subsidiary of Adare Pharmaceuticals,
Inc. and manufacturer of the Viactiv® line of chewable mineral
supplements for bone health and other applications.
Currently marketed through many of the nation’s
largest retailers, including, among others, Walmart (retail and
online), Target, CVS 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 President and Chief
Executive Officer, commented, “Management is focusing on the future
of Guardion. The conclusion of this acquisition is the first in
what we hope will be multiple value-added transactions to transform
Guardion into a market leader in clinically supported nutrition.
This acquisition satisfies a number of our current requirements as
we continue to reconfigure our role in the clinical nutrition
marketplace. 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.
Activ Nutritional will also provide a significant boost to our
current operating revenues and contribute substantially to our
efforts to achieve operational profitability. This transaction
expands our reach beyond ocular health, which has long been our
primary focus, and allows us to more easily explore the possibility
of participating in the wider world of clinical nutrition to
compete in a more substantial and impactful way. 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.”
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 the closing of this
transaction. Additionally, within 71 days after the date that such
Current Report on Form 8-K is required to be filed with the SEC,
the Company will prepare and file with the SEC an amendment to such
Current Report on Form 8-K that includes required audited financial
statements and pro forma financial information pursuant to
applicable SEC regulations.
Corporate Finance Associates (“CFA”) acted as
the exclusive investment banker and strategic financial advisor to
Guardion. CFA’s advisory team was led by Daniel E. Sirvent,
Managing Director and Global Head of Healthcare Investment Banking,
and Joseph P. Sands, Global Head of Consumer/Retail Investment
Banking. CFA is one of the largest and most experienced middle
market investment banking firms in the nation. Additional
information about Corporate Finance Associates may be found on
their website at www.cfaw.com.
Stout provided transaction and valuation
advisory services, including due diligence analysis and other
technical support.
Sheppard, Mullin, Richter & Hampton LLP is
serving as Guardion’s legal advisor.
About Guardion Health Sciences
Guardion Health Sciences, Inc. (Nasdaq: GHSI),
is a clinical nutrition and diagnostics company. Guardion offers a
portfolio of science-based, clinically supported nutrition,
supplements, medical foods, 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. This combination of
expertise and scientific knowledge forms the foundation of
Guardion’s growing position within the eye care industry and the
clinical nutrition marketplace. 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
U.S. Securities and Exchange Commission (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 acquisitions and 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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