Skyline Medical signs merger agreement with Cytobioscience!! ER on August 14th (or premarket of 15th) with CC on the 15th!
Aug 9 (Reuters) - Skyline Medical Inc(SKLN):
* Skyline Medical(SKLN) signs definitive merger agreement with Cytobioscience
* Skyline Medical(SKLN) - upon closing of acquisition, Garvin will be named president of Skyline Medical(SKLN) and will be appointed to Skyline Medical(SKLN) board
* Says acquisition has been approved by boards of directors of both companies
* Skyline Medical Inc(SKLN) - ?under terms of agreement, Skyline will pay owners of Cytobioscience at closing 19.8% of outstanding common shares?
* Skyline Medical Inc(SKLN) says upon closing of acquisition Schwartz will remain chief executive officer and a director of Skyline Source text for Eikon: Further company coverage:
--------------------
Definitive Merger Agreement signed, calling for issuance of Skyline common and preferred stock
Skyline Medical (SKLN) expands revenue stream into growth markets with CytoBioscience for their ion channel screening and protein solubility analytics, in vitro contract research services and support products; gains new opportunities for STREAMWAY® System sales
CytoBioscience has an order backlog of $6 million
CytoBioscience CEO Dr. James Garvin to become president of Skyline Medical(SKLN); Dr. Garvin and one other CytoBioscience designee to be named Skyline Medical(SKLN) directors
Transaction expected to close by September 30, 2017
MINNEAPOLIS, Aug. 09, 2017 (GLOBE NEWSWIRE) -- Skyline Medical Inc.(SKLN) (“Skyline” or “the Company”), producer of the FDA-approved STREAMWAY® System for automated, direct-to-drain medical fluid disposal, announces the signing of a definitive agreement to merge with CytoBioscience, a privately held biomedical company. Under the terms of the agreement, Skyline will pay the owners of CytoBioscience at closing 19.8% of the outstanding common shares, which based on today’s outstanding shares would be 1,234,086 shares with a current value of approximately $1.9 million, plus shares of Class C, D and E non-convertible, non-voting preferred stock with a total liquidation preference of $22.7 million. The acquisition has been approved by the boards of directors of both companies and is expected to close by September 30, 2017, subject to customary conditions.
Based in San Antonio, Texas, CytoBioscience creates and manufactures instruments used in human cell research for drug development. It has a world-renowned scientific and technical staff, collaborative partnerships with leading pharmaceutical companies and strategic alliances with key groups and academic institutions. Its ion channel instrument was selected by the U.S. Food and Drug Administration (FDA) for its own cardiac safety testing on preclinical new drug compounds. CytoBioscience’s current order backlog is $6 million primarily in contract research work.
“This merger is transformative to Skyline Medical(SKLN) as it fulfills our goal of broadening our company’s business and brings immediate and meaningful revenue. It also brings a host of important medical center customers and relationships, including a Who’s Who in pharmaceutical product development, that we can leverage to increase awareness of the STREAMWAY System and generate sales,” said Dr. Carl Schwartz, chief executive officer of Skyline Medical. “Skyline Medical and CytoBioscience’s shared commitment to providing products and services that ensure the best possible patient outcomes will drive our operations and our strategic planning.”
Dr. Schwartz added, “With an exceptional intellectual property estate, CytoBioscience provides cell lines for ion channel safety testing to large pharmaceutical and biotechnology companies, a business that is expected to expand with FDA’s new requirement that all drugs be tested for cardiac safety. In particular, CytoBioscience’s contract research business has been growing rapidly and will allow Skyline investors to participate in this exciting sector. More than $50 million has been invested in CytoBioscience to date, much of it in the early days through grants by the government of Germany. We are delighted to bring these capabilities and relationships to Skyline and are very excited about the potential for our expanded operations.”
CytoBioscience designs and manufactures instruments for ion channel screening and protein solubility analytics, and has 11 U.S. and international patents on these technologies. It also provides in vitro contract research services and the cell lines, buffers, solutions and microchips used in the instruments it manufactures and in other instruments. In addition, it offers the only low-cost disposable shipping unit that can transport live cell, MEA plates or tissue samples within one-tenth a degree of 37°C for up to 100 hours.
Dr. James Garvin, chief executive officer of CytoBioscience, said, “This business combination is a positive for all parties as we leverage the strengths of each company to achieve greater success than either of us could alone. CytoBioscience is the leading provider of ion channel screening services in support of the CiPA initiative, which is intended by the FDA to move safety pharmacology from a predominantly pharmacodynamics approach to in silico and in vitro toxicity assessment. We are looking forward to converting our existing backlog to revenues and to accelerating the growth of our business. In addition, the STREAMWAY System represents a compelling solution to the problem of medical fluid waste disposal, and we are pleased to tap our network of contacts to raise awareness and drive sales.”
Upon the closing of the acquisition, Dr. Garvin will be named President of Skyline Medical(SKLN) and will be appointed to the Skyline Medical(SKLN) board of directors. Dr. Schwartz will remain chief executive officer and a director of Skyline. CytoBioscience’s 24 employees will continue to work in San Antonio and Skyline Medical’s headquarters will continue to be in Minneapolis.
Dr. Garvin has served as CEO of CytoBioscience since its relocation to the U.S. in 2015. He has deep experience in financing development stage healthcare companies. From 2013 to 2015 he was a managing director in investment banking for Divine Capital Markets. From 2007 through 2013 he served as chief operating officer for the Leedom Group. From 2000 to 2013 he was CEO of Obed Corporation, a company that worked on mergers and acquisitions in biotechnology as well as did micro finance projects in Africa and India.
Dr. Garvin holds a PhD in Urban Studies and Economic Systems and a Master’s of Administration from the University of New Orleans, and a BA in English Literature from the State University of New York at Albany.
Financial and Legal Advisors
Dawson James Securities Inc. served as financial advisor and Maslon LLP served as legal advisor to Skyline Medical(SKLN). Maynard Cooper Gale served as legal advisor to CytoBioscience.
Conference Call and Webcast
Skyline management will host a conference call with accompanying slides beginning at 11:00 a.m. Eastern time on August 15 to discuss this announcement as well as its second quarter 2017 financial results. To access the conference call, U.S.-based listeners should dial (844) 666-7589 and international listeners should dial (443) 961-0433. All listeners should provide passcode 68661783. Individuals interested in listening to the live conference call via the Internet may do so by logging on to the Company’s website at www.skylinemedical.com.
The slides that accompany the conference call prepared remarks will be posted to the Investors section of www.skylinemedical.com prior to the start of the call.
Following the conclusion of the conference call, a telephone replay will be available through August 21, 2017 and can be accessed by dialing (855) 859-2056 from within the U.S. or (404) 537-3406 from outside the U.S. All listeners should provide passcode 68661783. The webcast will be available for a time on the Company’s website.
