Company Also Completes $35 Million Private Placements of Subordinated Debt and Converts a Substantial Amount of Series A Convertible Preferred Stock
WALTHAM, Mass., Sept. 23 /PRNewswire-FirstCall/ -- Inverness Medical Innovations, Inc. (AMEX: IMA) , a leading provider of women's health and nutritional products and a developer of advanced medical devices, announced that it has closed its previously announced proposed acquisition of the Wampole Laboratories unit of MedPointe, Inc. for an aggregate purchase price of $70 million in cash. In completing the transaction, the company also completed two private placements of subordinated debt resulting in aggregate gross proceeds of approximately $35 million.
In the first of these private placements, the Company sold approximately $20 million of subordinated notes with warrants. The subordinated notes bear interest at 10% and mature in six years. The warrants issued in this placement represent the rights to acquire an aggregate of 160,000 shares of common stock at $13.54 per share. Directors and officers purchased an aggregate of $1,850,000 of the subordinated notes in this placement, of which $1,150,000 was purchased by an entity affiliated with Ron Zwanziger, CEO of the Company.
The second placement raised $15 million of gross proceeds through the sale of $9 million of subordinated notes and $6 million of convertible subordinated notes. The subordinated notes and convertible subordinated notes issued in the second placement bear interest at 9% and 3%, respectively, and mature in six years. The convertible subordinated notes convert into shares of common stock at an initial conversion price of $17.45. Entities associated with Mr. Zwanziger purchased an aggregate of $7.5 million of subordinated notes in the second placement. In connection with this second placement, holders of approximately 1.7 million shares of the company's outstanding Series A Convertible Preferred Stock, representing approximately 84% of the total outstanding Series A Convertible Preferred Stock, voluntarily converted their preferred stock into common stock.
Additional detail and information regarding these transactions will be available in a Current Report on Form 8-K filing to be made by the company with the Securities and Exchange Commission. For more information about Inverness Medical Innovations, please visit our website at http://www.invernessmedical.com/.
Inverness Medical Innovations manufactures and sells products for the women's health market, and is engaged in the business of developing, acquiring, manufacturing, and marketing advanced medical device technologies. The Company is presently exploring new opportunities for its proprietary electrochemical and other technologies in a variety of consumer-oriented applications including immuno-diagnostics with a focus on women's health and cardiology. The Company's women's health and nutritional products are distributed to consumers through established retail distribution networks such as Wal-Mart, Walgreens and CVS. Inverness is headquartered in Waltham, Massachusetts.
This press release contains forward-looking statements within the meaning of the federal securities laws. Actual results may differ materially due to numerous factors, including without limitation, technological advancements and patents attained by competitors, demand for and the potential market acceptance of Inverness' current or future products, the intensely competitive environment in Inverness' markets which could reduce market share or limit the ability to increase market share, the efficacy and safety of products, the content and timing of submissions to and decisions by regulatory authorities both in the United States and abroad, the ability to manufacture sufficient quantities of product for development and commercialization activities, the ability to successfully develop and commercialize products, and the risks and uncertainties described in Inverness Medical Innovations' periodic reports filed with the Securities and Exchange Commission under the federal securities laws including its Annual Report on Form 10-K for the year-ended December 31, 2001. Inverness undertakes no obligation to update any forward-looking statements.
The subordinated notes and warrants have not been registered under the Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission under the Securities Act of 1933, or an applicable exemption therefrom.