Press Release: Superconductor Technologies and Allied Integral United, Inc. (Clearday) Announce Merger Agreement
6:30 AM ET 3/3/20 | Dow Jones
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Superconductor Technologies and Allied Integral United, Inc. ("Clearday") Announce Merger Agreement
Transaction to Create a Nasdaq-listed Longevity Care Company
AUSTIN, Texas, March 03, 2020 (GLOBE NEWSWIRE) -- Superconductor Technologies Inc. (STI) (Nasdaq: SCON), a leader in superconducting innovation, reported it entered into a definitive merger agreement with Allied Integral United, Inc. ("Clearday"), a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby a wholly-owned subsidiary of STI will merge with and into Clearday in a stock-for-stock transaction with Clearday.
Upon completion of the merger, STI will change its name to Clearday, Inc. The merged company will focus on the development of Clearday's non-residential daily care service model as well as the continued operation of Clearday's existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage STI's existing Cryogenic Cooler as an enabling technology for one of its service offerings in the home healthcare market. No financing is required under the Merger Agreement.
"Clearday is dedicated to delivering the next generation of longevity care and wellness services for patients with dementia or other cognitive or physical challenges," stated James Walesa, Chief Executive Officer and Chairman of Allied Integral United, Inc. known as Clearday. "We have built a network of highly-rated residential memory care facilities in four U.S. states. Now we are developing a disruptive new non-residential daily care service model intended to deliver 75% of the care available in residential environments at 25% of the price. To cost-effectively expand our home healthcare initiatives, we need technology to play a key role. STI's Cryogenic Cooler has over six million hours in operation demonstrating superior reliability and efficiency that we believe will be useful in our growth plan."
"Following an assessment of strategic alternatives, our Board of Directors has concluded that a merger with Clearday offers an excellent opportunity to create meaningful value for our stockholders," said Jeff Quiram, STI's President and Chief Executive Officer. "As we wind down our Conductus(R) superconducting wire platform, we believe the Clearday transaction has the potential to monetize our cryogenic cooler technology, which was developed as an important part of our overall technology solution."
About the Proposed Merger Transaction
On a pro forma basis and based on the number of shares of STI common stock to be issued in the merger, the pre-merger STI stockholders will own approximately 3.7% of the post-merger combined company and the pre-merger Clearday stockholders will own approximately 96.3% of the post-merger combined company, each on a fully-diluted basis, subject to adjustment as provided in the Merger Agreement which could increase (but not decrease) the percentage owned by STI stockholders. The transaction has been approved by the board of directors of both companies. The merger is expected to close in the second quarter of 2020, subject to the approval of the stockholders of each company, as well as other closing conditions, including, the Joint Proxy and Registration Statement for solicitation of the stockholder approval and issuance of the shares in the merger being declared effective by the U.S. Securities and Exchange Commission, Nasdaq's approval of continued listing of STI common stock under Nasdaq rules, and STI adjusted net working capital being no less than negative $250,000 as of immediately prior to the merger. The Merger Agreement may be terminated by the parties under certain circumstances including, among others, a termination right by STI if certain financial statement deliveries are not timely made by Clearday.
A.G.P./Alliance Global Partners is acting as exclusive financial advisor to Clearday on the proposed transaction.
Management and Organization
Following the merger, James Walesa, Chief Executive Officer and Chairman of Allied Integral United, Inc. known as Clearday will be appointed to serve as the post-merger combined company's chairman, president and chief executive officer. The board of directors for the post-merger combined company will be comprised of five directors, with Clearday nominating four of the five directors, three of who will be independent. Clearday's executive and management team to be appointed as the executive and management team of the combined company. Members of the STI executive team are expected to support the Clearday transition. Jeff Quiram, STI's Chief Executive Officer, is expected to be a director on the board, but is not entering any employment or consulting agreements.
About Clearday, Inc.
Clearday is an innovative longevity care and wellness company, with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love them. Through its subsidiary Memory Care America (MCA), it operates a network of highly rated residential memory care communities in four U.S. states. With its Clearday Clubs concept, Clearday will bring the same standard of excellence found in its MCA residential facilities to a daytime-only community model that is dramatically less expensive than residential care options. Clearday Clubs are expected to open in the second quarter of 2020. Learn more about Clearday and Clearday Clubs at myclearday.com
About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc. is a global leader in superconducting innovation. Since 1987, STI has led innovation in HTS materials, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than 20 years STI utilized its unique HTS manufacturing process for solutions to maximize capacity utilization and coverage for Tier 1 telecommunications operators. Headquartered in Austin, TX, Superconductor Technologies Inc.'s common stock is listed on the NASDAQ Capital Market under the ticker symbol "SCON." For more information about STI, please visit http://www.suptech.com.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction between STI and Clearday, the parties intend to file relevant materials with the SEC, including a STI registration statement on Form S-4 that will contain a combined proxy statement/prospectus/information statement. INVESTORS AND STOCKHOLDERS OF STI AND CLEARDAY ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARDAY, THE PROPOSED MERGER AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus/information statement and other documents filed by STI with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus/information statement and other documents filed by STI with the SEC by written request to: Superconductor Technologies Inc. 9101 Wall Street, Suite 1300, Austin, TX 78754, Attention: Corporate Secretary. Investors and stockholders are urged to read the proxy statement/prospectus/information statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. The information in the websites of STI and Clearday is not incorporated into this press release and will not be incorporated into such SEC filed documents.
No Offer or Solicitation
This communication shall not constitute an offer to sell, the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
STI and its directors and executive officers, and Clearday, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of STI in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the proxy statement/prospectus/information statement referred to above. Additional information about STI's directors and executive officers is included in STI's definitive proxy statement, filed with the SEC on April 26, 2019. These documents are available free of charge at the SEC website (www.sec.gov) and from the Corporate Secretary of STI at the address above.
Forward-Looking Statements
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March 03, 2020 06:30 ET (11:30 GMT)
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