crudeoil24
9 years ago
BioTelemetry, Inc. Signs Definitive Agreement to Acquire VirtualScopics, Inc.
2 hours 19 minutes ago - DJNF
BioTelemetry, Inc. Signs Definitive Agreement to Acquire VirtualScopics, Inc.
MALVERN, Pa. and ROCHESTER, N.Y., March 25, 2016 (GLOBE NEWSWIRE) -- BioTelemetry, Inc. (NASDAQ:BEAT), the leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care, and VirtualScopics, Inc. (NASDAQ:VSCP), a leading provider of clinical trial imaging solutions, announced today that the two companies have entered into a definitive agreement whereby BioTelemetry will acquire VirtualScopics.
BioTelemetry will commence an all cash tender offer for all outstanding common and preferred shares of VirtualScopics. In the tender offer, BioTelemetry will offer investors $4.05 per share for VirtualScopics' common stock, $336.30 per share for VirtualScopics' Series A and Series B Convertible Preferred Stock and $920.00 per share for VirtualScopics' Series C-1 Convertible Preferred Stock. The total purchase consideration is approximately $15.5 million.
The tender offer is expected to commence on or about April 11, 2016, and will be open for a minimum of 20 business days. VirtualScopics' Board has approved the transaction and has agreed to unanimously recommend to its stockholders that they tender their shares of VirtualScopics' common and preferred stock in the tender offer. Stockholders holding approximately 20% of VirtualScopics' current outstanding voting stock have agreed, among other things, to tender their voting stock pursuant to the tender offer.
The closing of the transaction is conditioned on the tender and acceptance of at least a majority of the outstanding voting stock and a majority of the Series C-1 Convertible Preferred Stock as well as other customary conditions. BioTelemetry will acquire any VirtualScopics' shares not purchased in the tender offer in a second-step merger at the same per-share price paid in the tender offer. The closing of the transaction is expected to occur in the second quarter of 2016.
VirtualScopics today reports revenue of $12.7 million for 2015. The Company expects to release its full 2015 financial results in its annual report on Form 10-K later today.
Joseph H. Capper, President and Chief Executive Officer of BioTelemetry, commented: "We are excited to further expand our clinical research offerings with the addition of VirtualScopics' imaging capabilities. This acquisition demonstrates our continued commitment to growing our clinical research business. VirtualScopics possesses an excellent scientific and operational reputation and we look forward to building upon their longstanding relationships with their customers. We would like to welcome VirtualScopics' employees and customers to the BioTelemetry family and we look forward to the successful completion of the merger."
VirtualScopics' Chief Executive Officer, Eric Converse, added: "We believe BioTelemetry is the perfect partner for the future of VirtualScopics. They possess the scale and resources to accelerate our growth plan and lead the company into the future. This is an exciting time for everyone at VirtualScopics and we look forward to joining the BioTelemetry team."
Greenberg Traurig, LLP acted as legal counsel to BioTelemetry. Oppenheimer & Co. acted as exclusive financial advisor and Woods Oviatt Gilman LLP acted as legal counsel to VirtualScopics.
crudeoil24
9 years ago
VirtualScopics, Inc. (NASDAQ:VSCP), a leading provider of clinical trial imaging solutions, today announced that it will report its 2015 fourth quarter and full year financial results before the markets open on Wednesday, March 30, 2016. Eric T. Converse, president and chief executive officer, and Jim Groff, chief financial officer, will host a conference call and webcast to discuss the company's financial results and provide a business update at 8:30 a.m. ET that morning. The conference call and webcast information are as follows:
crudeoil24
9 years ago
VSCP has backlog orders up the yin-yang.
VirtualScopics, Inc. Schedules 2015 Fourth Quarter And Full Year Financial Results Press Release, Conference Call And Webcast
50 minutes ago - DJNF
ROCHESTER, N.Y., Feb. 29, 2016 /PRNewswire/ -- VirtualScopics, Inc. (NASDAQ:VSCP), a leading provider of clinical trial imaging solutions, today announced that it will report its 2015 fourth quarter and full year financial results before the markets open on Wednesday, March 30, 2016. Eric T. Converse, president and chief executive officer, and Jim Groff, chief financial officer, will host a conference call and webcast to discuss the company's financial results and provide a business update at 8:30 a.m. ET that morning. The conference call and webcast information are as follows:
Domestic Call Dial In: 877-407-8035
International Call Dial In: 201-689-8035
Conference Call ID: 13631781
pberger
9 years ago
Advice requested here, please
Instead of a marginal profitable scalping in the afternoon, I've been trapped to hold this over the weekend failing to sell when the stock retraced before close. Then I just saw this today
ROCHESTER, N.Y., Sept. 17 /PRNewswire/ -- VirtualScopics, Inc. (Nasdaq:
VSCP) today announced that it has completed a private placement of
$4,350,000 of Series B Convertible Preferred Stock and Warrants with a
group of institutional and other accredited investors. VirtualScopics
currently intends to use the net proceeds from the offering to expand its
sales and marketing efforts, software and technology enhancements and
ongoing operations.
"We are pleased with the closing of this transaction," said Jeff
Markin, president and chief executive officer of VirtualScopics, Inc.
"Completing this offering will strengthen our balance sheet, expand our
shareholder base and enable us to increase our sales and marketing
efforts."
The Series B Preferred Stock is initially convertible into 3,612,057
shares of the Company's common stock at an initial conversion price of
$1.2043 per share, based on the volume weighted average of recent market
prices. The Series B Preferred Stock carries a dividend of 8%, payable
monthly in either cash or in shares of the Company's common stock. The
Company also issued to the investors Warrants to purchase an aggregate of
2,167,234 shares of common stock, half of which have an initial exercise
price at the conversion price per share and half at a 15% premium.
BridgePointe Master Fund Ltd. (managed by Roswell Capital Partners)
acted as the lead investor and BayStar Capital III Investment Fund, L.P.
also participated. The sole placement agent on this transaction was
Canaccord Adams, Inc.
The securities offered in this placement have not been registered under
the Securities Act of 1933, as amended, or state securities laws, and
cannot be offered or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from the
registration requirements. As part of the transaction, the Company has
agreed to file a registration statement with the SEC covering the resale of
the shares of common stock to be issued in the offering, including the
shares of common stock issuable upon exercise of the warrants. This news
release is neither an offer to sell nor a solicitation of an offer to buy
any of the securities discussed herein and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation
or sale is unlawful. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
Given the unfortunate experience I recently had with GBSN about the very toxic potential of some warrants offerings with the stock losing 98% of its value DESPITE POSITIVE NEWS ON PROFITABILITY AND GROWTH POTENTIAL, exactly like VirtualScopics, on view of this offering I'm considering it's now foolish to hold this stock with an entry price of $5.5
GBSN has a size and a business model resembling VSCP
Obvious question is when those warrants will start to be exercised? It looks that they cannot for now(?) even if it amounts of a mind boggling $3.5 profit per share sold (After market price is $4.7)
Of course, it was totally foolish to keep this stock over the weekend, originally I thought VSCP might hold its gains, like e.g. AQXP when it soared a few months ago, but with those warrants I very doubt it now.
What's bugging me is how it is even possible to have 1300x the average volume or 6x the float volume in the same day without anybody commenting about such an extraordinary trading volume?
Your comments and advices are very welcome here.