10 Nov 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Lifeline Scientific, Inc.("LSI" or the "Company")
EXPECTED DATE OF CLOSING OF THE MERGER AND CANCELLATION OF ADMISSION OF THE COMPANY'S COMMON STOCK TO TRADING ON AIM
Lifeline Scientific, Inc. (AIM: LSIC), a leading international provider of clinical products and services in the field of transplantation, announces that the merger provided for in the agreement and plan of merger entered into with Shanghai Genext Medical Technology Co., Ltd. (the "Purchaser") and certain of its affiliates dated 1 September 2016 (the "Merger Agreement" and the transaction provided for therein, the "Merger") is expected to close on 8 December 2016.
It is therefore expected that cancellation of the admission of LSI's common stock to trading on the AIM market of the London Stock Exchange plc ("AIM") will occur with effect from 7:00 am (UK time) on 9 December 2016 (the "Cancellation Date") (the "Cancellation").
Reasons for the Cancellation
The Merger and the Cancellation (conditional upon the closing of the Merger) were both approved at a special meeting of the Company's stockholders on 6 October 2016. As required by the AIM Rules for Companies, in accordance with AIM Rule 41 the Cancellation was approved by at least 75% of the votes cast by holders of LSI common stock voting in person or by proxy at the special meeting and its preferred cancellation date must be informed to the exchange at least 20 business days prior to such date. Accordingly, the Exchange has been informed of the Cancellation Date.
Following the Merger, the Company will become a wholly-owned subsidiary of GLS Holdings, LP ("Holdco"), an affiliate of the Purchaser that is also party to the Merger Agreement, thereby ceasing to have any public stockholders.
Effect of the Cancellation
The last day of dealing in LSI's common stock prior to their cancellation 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, expected to be 8 December 2016 (the "Merger Date"). 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. With effect from the effective time of the Merger, Holdco will be the sole stockholder of the Company and no longer be able to buy and sell common stock of the Company on AIM or any other public stock market.
For further information:
Lifeline Scientific, Inc. | www.lifeline-scientific.com | |
David Kravitz, CEO | Tel: +1 847 294 0300 | |
Becky Lyne, 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 Monteith (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 | |
About the Company
The Company 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.