ROCHESTER, N.Y., May 9, 2016 /PRNewswire/ -- VirtualScopics,
Inc. (NASDAQ: VSCP), a leading provider of clinical trial imaging
solutions, announced today that its Board of Directors, in
consultation with its legal and financial advisors, has determined
that an unsolicited proposal from a group identifying itself as
Gastineau Partners, LLC, to acquire an uncertain number of shares
of the Company's outstanding common and preferred stock and
purchase newly issued preferred stock at an undetermined price and
unspecified rights, preferences and privileges, would not
reasonably be expected to lead to a Superior Company Proposal under
the terms of its merger agreement with BioTelemetry, Inc.
(NASDAQ:BEAT).
The Company received the proposal from Gastineau Partners on
May 5, 2016, the same day in which
Gastineau Partners issued a press release announcing the
offer. The Company then contacted Gastineau Partners'
representatives solely to clarify the terms of the proposal.
The group admitted it does not have committed financing for the
purchase at this time. Additionally, under the terms of the
proposal and through supplemental information provided by Gastineau
Partners, the group would not be bound to acquire 75% or more of
the voting power of the Company's outstanding capital stock as
required for it to be a Superior Company Proposal under the
BioTelemetry merger agreement. Furthermore, the price,
rights, privileges and preferences of the newly issued preferred
stock to be purchased would be decided only after tenders of common
stock were completed. The group would not commit to signing a
definitive agreement in less than 45 days.
After review of this and other information, the Board of
Directors unanimously determined in good faith, after consultation
with its financial advisor and outside legal counsel, that the
Gastineau Partners' proposal would not be reasonably expected to
lead to a Superior Company Proposal under the terms of the
BioTelemetry merger agreement, and that it will not pursue
negotiations with Gastineau Partners. VirtualScopics' Board of
Directors continues to recommend the merger agreement with
BioTelemetry to its stockholders. VirtualScopics' Board of
Directors is neither modifying
nor withdrawing its recommendation
with respect to the BioTelemetry merger agreement and the merger,
nor are they proposing to do so.
About VirtualScopics
VirtualScopics, Inc. (NASDAQ: VSCP) is a leading provider of
clinical trial imaging solutions to accelerate drug and medical
device development. For risk-averse, time-constrained Clinical
Trial Study Teams, Medical Directors and Imaging Scientists who
require quality imaging data delivered on-time, within budget and
on a consistent basis, VirtualScopics' clinical trial imaging
solutions are an inspired true exception to commonly accepted
services provided by other clinical trial imaging providers.
Because of the scientific and operational flexibility and
responsiveness available, VirtualScopics' clinical trial imaging
solutions deliver special performance advantages compared to other
image service providers that offer common, every day clinical trial
imaging services. For more information about VirtualScopics, Inc.,
please visit www.virtualscopics.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes certain forward-looking statements within
the meaning of the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995 regarding, among other
things, statements about VirtualScopics' beliefs and expectations,
statements about BioTelemetry's proposed acquisition of
VirtualScopics, including the timing and success of the tender
offer. These statements may be identified by words such as
"expect," "anticipate," "estimate," "intend," "plan," "believe,"
"promises", "projects," and other words and terms of similar
meaning. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties,
including important factors that could delay, divert, or change any
of these expectations, and could cause actual outcomes and results
to differ materially from current expectations. Factors that
may materially affect such forward-looking statements include:
BioTelemetry's ability to successfully complete the tender offer
for VirtualScopics' shares or realize the anticipated benefits of
the transaction; and the failure of any of the conditions to
BioTelemetry's tender offer to be satisfied. For further
details and a discussion of these and other risks and
uncertainties, please see VirtualScopics' public filings with the
Securities and Exchange Commission, including the company's latest
periodic reports on Form 10-K and 10-Q. VirtualScopics does not
undertake, and specifically disclaims, any obligation to publicly
update or amend any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. This communication is
for informational purposes only. The tender offer transaction among
VirtualScopics, BioTelemetry and BioTelemetry Research Acquisition
Corporation (BRAC) is being made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) filed by
BioTelemetry and BRAC with the U.S. Securities and Exchange
Commission (SEC) on April 8, 2016, as
amended from time to time. In addition, on April 8, 2016, VirtualScopics filed a
Solicitation/Recommendation statement on Schedule 14D-9 with the
SEC related to the tender offer. Prior to making any decision
regarding the tender offer, VirtualScopics shareholders are
strongly advised to read the Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer
materials) and the related Solicitation/Recommendation statement on
Schedule 14D-9. VirtualScopics shareholders are able to obtain the
Schedule TO (including the Offer to Purchase, a related Letter of
Transmittal and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 at no
charge on the SEC's website at www.sec.gov. In addition, Schedule
TO (including the Offer to Purchase, a related Letter of
Transmittal and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 may be
obtained free of charge from D.F.
King & Co., Inc., the Information Agent for the tender
offer, D.F. King & Co., Inc., 48
Wall Street, 22nd Floor New York, New
York 10005, Email: infoagent@dfking.com, (800) 714-2193.
For More Information, Contact:
James Groff
Chief Financial Officer
VirtualScopics, Inc.
585-419-7304
Email: jim_groff@virtualscopics.com
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SOURCE VirtualScopics, Inc.
