LIFELINE SCIENTIFIC, INC ("LSI" or the "Company")
PUBLICATION OF PROXY STATEMENT AND NOTICE OF SPECIAL MEETINGLifeline Scientific, Inc. (AIM: LSIC), a leading international provider of clinical products and services in the field of transplantation, announces that it has today published a proxy statement (the "Proxy Statement") in connection with the recommended cash acquisition of the entire issued and to be issued share capital of LSI to be effected pursuant to a merger agreement entered into with Shanghai Genext Medical Technology Co., Ltd. and certain of its affiliates (the "Merger"), as announced on 2 September 2016.
The Proxy Statement incorporates a notice convening a special meeting of LSI's stockholders (the "Special Meeting") to be held on 6 October 2016, at 9.00 a.m. local time (US CDT) at the Westin Chicago Northwest, 400 Park Boulevard, Itasca, Illinois, 60143.
The Proxy Statement, together with certain accompanying documents, has been posted to stockholders today, and will also be available shortly on the Company's website at http://www.lifeline- scientific.com/investor-relations.
The Proxy Statement includes the unaudited condensed consolidated financial statements for LSI and its subsidiaries as of 30 June 2016 and for the six month period then ended, which are appended to this announcement to ensure full disclosure. LSI expects to publish its full half-yearly report for the period ended 30 June 2016 on or around 26 September 2016.
Further Details of the CancellationOne of the resolutions being proposed at the Special Meeting is for the approval of the cancellation (the "Cancellation") of the admission of LSI's common stock to trading on the AIM market of the London Stock Exchange plc ("AIM"), conditioned upon closing of the Merger. In accordance with the AIM Rules for Companies, approval of the Cancellation requires the passing of a resolution of the LSI stockholders by at least 75% of the votes cast in person or by proxy at the Special Meeting.
At least twenty business days prior to the effective time of the Merger, the Company intends to make an application to the London Stock Exchange plc for the Cancellation to take effect from 7.00 a.m. (London time) on the next business day after the date of the effective time of the Merger. LSI will announce further details of the Cancellation timetable in due course.
Subject to the passing of the resolution approving the Cancellation at the Special Meeting, it is expected that the last day of dealing in LSI's common stock prior to their suspension from AIM and the last day for registration of transfers of LSI's common stock will be the date of the effective time of the Merger. No transfers of LSI's common stock will be registered after that time and date. All of LSI's shares of common stock and the depositary interests representing such common stock held in CREST will be cancelled with effect from the effective time of the Merger.
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Expected Timetable of Principal EventsEvent | Date and Time* |
Record date for determining stockholders of record who are entitled to vote at the Special Meeting (and for determining the holders of Depositary Interests entitled to provide instructions to the Depositary for voting with respect thereto) | 2 September 2016 |
Latest time for Forms of Instruction from Depositary Interest holders to arrive with the Depositary | 3:00 p.m. on 3 October 2016 |
Latest time for Depositary Interest holders to provide voting instructions via the CREST system | 3:00 p.m. on 3 October 2016 |
Latest time for Forms of Proxy from stockholders of record to arrive with LSI's registrar | 3:00 p.m. on 4 October 2016 |
Latest time for stockholders of record to deliver a Proxy via the Internet | 3:00 p.m. on 4 October 2016 |
Special Meeting | 9:00 a.m. (Chicago time) on 6 October 2016 |
Merger Closing Date | Likely in the fourth quarter of 2016. Actual date depends on the date when all closing conditions have been met |
Date of the cancellation of the admission of LSI's common stock to trading on AIM | Likely the business day after the Merger Closing Date |
* All times are local time in London unless otherwise noted. | |
Lifeline Scientific, Inc. | www.lifeline-scientific.com |
David Kravitz, CEO | Tel: +1 847 294 0300 |
Lisa Kieres, CFO | Tel: +1 847 294 0300 |
Piper Jaffray Ltd. (Financial Adviser to LSI) | Tel: +44 (0)20 7796 8400 |
Neil Mackison / Graeme Smethurst | |
Panmure Gordon (UK) Limited | Tel: +44 (0)20 7886 2500 |
Freddy Crossley / Duncan Montieth (Corporate Finance) | |
Tom Salvesen (Corporate Broking) | |
Walbrook PR Limited | Tel: +44 (0)20 7933 8780 or lifeline@walbrookpr.com |
Paul McManus / Lianne Cawthorne | Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303 |
Lifeline Scientific, Inc. is a Chicago-based global medical technology company with regional offices in Brussels and Sao Paulo. The Company's focus is the development of innovative products that improve transplant outcomes and lower the overall costs of transplantation. Its lead product, LifePort Kidney Transporter, is the global market-leading medical device for hypothermic machine preservation of donor kidneys. LifePorts and novel solutions designed for preservation of other organs are in development, with LifePort Liver Transporter next in line for commercial launch. For more information please visit www.lifeline-scientific.com
LIFELINE SCIENTIFIC, INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 30 June 2016 and 2015 CONSOLIDATED BALANCE SHEETS 30 June 2016 and 2015 (In US Dollars unless otherwise noted) UNAUDITED2016 US$ | 2015 US$ | |
Current Assets | ||
Cash and cash equivalents | 7,474,263 | 3,052,021 |
Receivables | ||
Customers (net of allowance for doubtful accounts of $224,370 and $308,000 as of 30 June 2016 and 2015, respectively) | 8,260,770 | 6,508,385 |
Grant | - | 12,000 |
Deferred tax assets | 97,472 | 97,472 |
Income taxes receivable | 44,166 | 56,030 |
Inventories, net | 6,787,436 | 6,830,276 |
Prepaid expenses, deposits, and other | 1,302,936 | 1,254,061 |
Total Current Assets | 23,967,043 | 17,810,245 |
Non-current Assets | ||
Property and equipment (net of accumulated depreciation and amortisation) | 3,396,632 | 3,284,459 |
Intangibles (net of accumulated amortisation) | 5,708,301 | 4,899,709 |
Deferred tax assets | 10,042,213 | 3,242,213 |
Goodwill | 64,710 | 64,710 |
Other | - | 67,671 |
Total Non-current Assets | 19,211,856 | 11,558,762 |
Total Assets | 43,178,899 | 29,369,007 |
Current Liabilities | ||
Revolving line of credit | - | 2,171,147 |
Accounts payable | 3,362,644 | 1,173,453 |
Capital lease obligations due within one year | 15,559 | 18,630 |
Accrued expenses | ||
Interest due within one year | - | 6,186 |
Salaries and other compensation | 841,813 | 706,056 |
Other | 1,013,059 | 1,565,080 |
Deferred rent | 80,822 | 83,162 |
Deferred revenue | 120,382 | 106,728 |
Total Current Liabilities | 5,434,279 | 5,830,442 |
Non-current Liabilities | ||
Deferred rent (net of portion included in current liabilities) | 322,056 | 245,361 |
Capital leases (net of portion included in current liabilities) | 23,901 | 39,946 |
Total Non-current Liabilities | 345,957 | 285,307 |
Total Liabilities | 5,780,236 | 6,115,749 |
Stockholders' Equity | ||
Common stock, $0.01 par value; authorized - 30,000,000 shares; issued and outstanding 19,530,031 and 19,516,434 shares as of 30 June 2016 and 2015, respectively | 195,300 | 195,164 |
Additional paid-in capital | 93,738,433 | 93,674,973 |
Other accumulated comprehensive loss | (817,555) | (750,533) |
Accumulated deficit | (55,717,515) | (69,866,346) |
Total Stockholders' Equity | 37,398,663 | 23,253,258 |
Total Liabilities and Stockholders' Equity | 43,178,899 | 29,369,007 |
2016 US$ | 2015 US$ | |
Net revenue | ||
Product sales and service fee revenue | 18,187,195 | 15,019,466 |
Total net revenue | 18,187,195 | 15,019,466 |
Cost of revenue | 6,744,490 | 6,070,896 |
Gross profit | 11,442,705 | 8,948,570 |
Gross profit percentage | 62.9% | 59.6% |
Operating expenses | ||
Research and development | 371,125 | 512,662 |
Selling, general, and administrative | 9,046,142 | 8,261,543 |
Loss from disposal of property and equipment | 3,351 | 3,979 |
Loss from abandonment of intangibles | - | 35,539 |
Total operating expenses | 9,420,618 | 8,813,723 |
Income from operations | 2,022,087 | 134,847 |
Other expense (income) | ||
Interest expense | 2,661 | 37,087 |
Interest income | (715) | (348) |
Total other expense | 1,946 | 36,739 |
Income before income taxes | 2,020,141 | 98,108 |
Income tax expense | 83,599 | 3,197 |
Net income | 1,936,542 | 94,911 |
Basic income per share | 0.10 | 0.00 |
Diluted income per share | 0.09 | 0.00 |
Basic weighted average shares outstanding (in shares) | 19,530,031 | 19,498,865 |
Diluted weighted average shares outstanding (in shares) | 20,448,415 | 20,077,680 |
Lifeline Scientific Inc. published this content on 14 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 September 2016 17:00:01 UTC.
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