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
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