TIDMLSIC
RNS Number : 3743R
Lifeline Scientific, Inc
08 December 2016
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Lifeline Scientific, Inc.
("LSI" or the "Company")
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" or "SGM") and certain
of its affiliates
dated 1 September 2016 (the "Merger Agreement" and the
transaction provided for therein, the "Merger") has now closed with
no conditions outstanding. The effective time of the Merger was
approximately 10.13 a.m. US CDT (3.13 p.m. UK GMT) today, 8
December 2016 (the "Effective Time").
Cancellation of admission to trading on AIM
Therefore, as announced on 10 November 2016, 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) tomorrow, 9 December 2016 (the "Cancellation Date")
(the "Cancellation").
As a result of the Merger, the Company will become a wholly-
owned subsidiary of GLS Holdings, LP
("Holdco"), a US domiciled affiliate of the Purchaser that is
also party to the Merger Agreement, and thereby will cease to have
any public stockholders.
Procedures for payment of the Merger Consideration
LSI stockholders are entitled to receive in cash GBP 3.213 per
share (the "Merger Consideration"), equivalent to approximately
US$4.083 at a US Dollar to GBP exchange rate of 0.787, being the
Closing Exchange Rate.
The Closing Exchange rate is the price (rounded to four decimal
places), for the exchange of United States Dollars into GBP as
published on the front page of the printed edition of the Financial
Times (in London)
on 7 December 2016 (being one business day prior to the
effective time of the Merger).
The Purchaser has deposited with Computershare Investor Services
PLC (the "Paying Agent") an amount in cash sufficient for the
Paying Agent to pay the aggregate Merger Consideration in full
under the Merger Agreement (the "Exchange Fund").
Registered holders of LSI common stock as at the Effective Time
will, as soon as reasonably practicable, be sent a letter of
transmittal and accompanying instructions for claiming payment of
the Merger Consideration and, if applicable, effecting the
surrender of certificates for their LSI common stock in exchange
for payment of the Merger Consideration. Upon the return of a duly
completed letter of transmittal and (if applicable) share
certificates or an affidavit of loss security and indemnity
agreement in respect of any lost share certificates to the Paying
Agent, such shareholders will, as soon as reasonably practicable,
be sent a cheque for an amount equal to the number of shares of LSI
common stock held by them as at the Effective Time multiplied by
the Merger Consideration.
For holders of depositary interests representing LSI common
stock ("Depositary Interests"), settlement of the Merger
Consideration will be effected by means of CREST and each holder of
Depositary Interests will receive within five business days of the
Effective Time an amount equal to the number of shares of LSI
common stock represented by the Depositary Interests they hold as
at the Effective Time multiplied by the Merger Consideration
without the requirement to take any further action. The Depositary
Interests will be disabled in CREST this evening.
No interest will be paid or accrued on any amount payable
pursuant to the Merger Consideration.
Any portion of the Exchange Fund that remains undistributed on
the date that is 365 days after the Effective Time will be
delivered by the Paying Agent to the Company upon demand and any
former holders of LSI common stock and former holders of Depositary
Interests who have not received payment will thereafter look only
to the Company, the Purchaser, Holdco and YunVo Medical Ltd.
(subject to abandoned property, escheat or other similar legal
requirements), for satisfaction of their claim for payment of the
Merger Consideration, without any interest thereon and otherwise in
accordance with the terms of the Merger Agreement.
Registered holders of LSI shares of common stock are those
persons whose name appear on the stockholder register of the
Company. Depositary Interest holders are not registered holders of
LSI shares of common stock, but shareholders of depositary
interests representing LSI shares of common stock issued by
Computershare Investor Services PLC in its capacity as the
depositary which can be settled through the CREST system. If a
stockholder holds its shares of common stock of LSI through a bank,
broker or other institution and is uncertain as to the capacity in
which such shares are held, please contact the relevant bank,
broker or other institution for further information.
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 Tel: +44 (0)20 7796 8400
Adviser to LSI)
Neil Mackison / Graeme Smethurst
Panmure Gordon (UK) Limited (NOMAD Tel: +44 (0)20
and Broker to LSI) 7886 2500
Freddy Crossley / Duncan Monteith
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited Tel: +44 (0)20 7933 8780
(PR Adviser to LSI) or lifeline@walbrookpr.com
Paul McManus Mob: +44 (0)7980
541 893
Lianne Cawthorne Mob: +44 (0)7584
391 303
CITIC Securities Co., Ltd (Exclusive Tel: +86 (0)10 6083
Financial Adviser to SGM) 6888
Michael Buckley / Madjid Messad
BFC Group (Financing Adviser Tel: +86 (0) 21
to SGM) 6333 1280
Sinolink Securities Co., Ltd Tel: +86 (0)21 6882
(Domestic Adviser to SGM) 6801
About Lifeline Scientific Inc.
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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