BioTelemetry, Inc. Announces Results of Tender Offer for Shares of VirtualScopics, Inc.
May 10 2016 - 8:05AM
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, announced today
that the tender offer of its wholly owned subsidiary, BioTelemetry
Research Acquisition Corporation (“Offeror”), to purchase all
outstanding common and preferred shares of VirtualScopics, Inc.
(“VirtualScopics”); (NASDAQ:VSCP) at an offer price of $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, expired as scheduled at 5:00 p.m., New York City
time, on Monday, May 9, 2016, and was not extended.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has advised BioTelemetry that, as of the
expiration of the tender offer, a total of 1,968,869 shares of
VirtualScopics’ common stock (excluding VirtualScopics shares
delivered by notice of guaranteed delivery for which certificates
were not yet delivered), 1,600 shares of VirtualScopics’ Series A
Convertible Preferred Stock, 600 shares of VirtualScopics’ Series B
Convertible Preferred Stock and 3,000 shares of VirtualScopics’
Series C-1 Convertible Preferred Stock were validly tendered and
not properly withdrawn in the tender offer representing
approximately 68.6% of the outstanding voting power of the shares
and 100% of the Series C-1 Convertible Preferred Stock.
Additionally, notices of guaranteed delivery have been
received with respect to approximately 35,594 shares of
VirtualScopics’ common stock. The Offeror has accepted for
payment all shares that were validly tendered and not properly
withdrawn prior to expiration of the offer, and payment for such
shares will be made promptly, in accordance with the terms of the
offer.
BioTelemetry expects to effect the merger of the Offeror with
and into VirtualScopics, with VirtualScopics surviving as a wholly
owned subsidiary of BioTelemetry, as promptly as possible in
accordance of the merger agreement. In the merger, each
outstanding share of capital stock of VirtualScopics not validly
tendered and purchased in the tender offer will be converted into
the right to receive the same per-share price paid in the tender
offer. Following the merger, VirtualScopics’ common stock
will cease to be traded on the NASDAQ.
About BioTelemetry
BioTelemetry, Inc., formerly known as CardioNet, Inc., is the
leading wireless medical technology company focused on the delivery
of health information to improve quality of life and reduce cost of
care. The company currently provides cardiac monitoring
services, original equipment manufacturing with a primary focus on
cardiac monitoring devices and centralized cardiac core laboratory
services. More information can be found at
www.biotelinc.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 BioTelemetry’s beliefs and expectations,
statements about BioTelemetry’s proposed acquisition of
VirtualScopics and expectations regarding the growth and success of
the combined entity. These statements may be identified by words
such as “expect,” “anticipate,” “estimate,” “intend,” “plan,”
“believe,” “promise”, “project,” 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 merger or
realize the anticipated benefits of the transaction. For further
details and a discussion of these and other risks and
uncertainties, please see BioTelemetry’s public filings with the
Securities and Exchange Commission, including the company’s latest
periodic reports on Form 10-K and 10-Q. BioTelemetry 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.
Contact: BioTelemetry, Inc.
Heather C. Getz
Investor Relations
800-908-7103
investorrelations@biotelinc.com
Virtualscopics, Inc. (NASDAQ:VSCP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Virtualscopics, Inc. (NASDAQ:VSCP)
Historical Stock Chart
From Aug 2023 to Aug 2024