Seeking Alpha

MissionIR's  Instablog

MissionIR
Send Message
We know our reputation is based on the integrity of our clients and go to great lengths to ensure the companies represented adhere to sound business practices. It is our unwavering commitment to connect the investment community with companies that have great potential and a strong dedication to... More
My company:
MissionIR
My blog:
MissionIR Blog
  • IVAX Diagnostics (IVD) Amends Major Stock Purchase Agreement With ERBA Diagnostics 0 comments
    Dec 30, 2011 1:47 PM | about stocks: ERB

    Miami-based IVAX Diagnostics, an in-vitro diagnostics company, has entered into an amendment to an April 8, 2011, agreement with ERBA Diagnostics Mannheim GmbH, in which IVAX agreed to sell to ERBA 20 million shares of IVAX common stock at a price of $0.75 per share, plus warrants to purchase an additional 20 million shares, with the purchases spread over three separate closings.

    The amendment changes the terms relating to the timing of the second closing and the final closing. Instead of the second closing occurring 6 months or less after the initial closing, it will now occur 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. Instead of the final closing occurring one year or less after the initial closing, it will now occur after or simultaneously with the second closing, 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.

    The amendment basically gives IVAX more flexibility in controlling the timing of the associated transactions. IVAX President, CEO, and COO, Kevin Clark, said of the amendment: “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 already 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.

    IVAX Diagnostics 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.).

    For additional information on IVAX Diagnostics, visit www.IVAXDiagnostics.com

    Please see disclaimer on the MissionIR website http://www.missionir.com/disclaimer.html

     

    Stocks: ERB
Back To MissionIR's Instablog HomePage »

Instablogs are blogs which are instantly set up and networked within the Seeking Alpha community. Instablog posts are not selected, edited or screened by Seeking Alpha editors, in contrast to contributors' articles.

Comments (0)
Track new comments
Be the first to comment
Full index of posts »
Latest Followers

StockTalks

More »
Instablogs are Seeking Alpha's free blogging platform customized for finance, with instant set up and exposure to millions of readers interested in the financial markets. Publish your own instablog in minutes.