ORLANDO, FL and CHICAGO, IL– MEDITE Group, a leading developer of innovative, high-quality equipment and supplies for the cancer diagnostic segments of histology, pathology and cytology headquartered in Orlando, Florida, today announced that it has signed a definitive purchase agreement to be acquired by Chicago-based CytoCore, Inc. (OTCBB: CYOE), a late development stage bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective sample collection, clinical laboratory assay and instrument systems for the early detection and classification of cancer and for the assessment of the risk for cancer progression. The purchase agreement has been approved by the Board of Directors of both companies and is subject to standard and customary closing conditions and deliveries. The transaction is currently expected to close by March 15, 2014.
Under the terms of the purchase agreement, the shareholders of MEDITE will exchange all of the issued and outstanding capital stock of MEDITE in exchange for CytoCore common stock representing approximate 80% of CytoCore’s issued and outstanding common stock. The new demands being placed on labs resulting from the passage of the Affordable Care Act, and the 1.6 million new cancer cases (2012) in the U.S., the combined company will leverage its expertise to continue developing new cancer diagnostic tools to improve early detection of these cancers.
“The combination of CytoCore and MEDITE creates a global force in the cytology and histology markets with the opportunity to create significant benefits for our customers and growth for our shareholders,” said Michaela Ott, co-President of MEDITE. “Over the past few months, MEDITE has achieved several milestones accelerating our expansion in the U.S. markets with a number of industry leaders, while opening up new channels into China to deliver its equipment to standardize the workflow process in histology labs for digital pathology control solutions. This expanded global market presence is expected to benefit CytoCore’s unique bio molecular marker product pipeline. We believe that the combined business will be well positioned to generate 50% annual revenue growth and increasing profitability for the foreseeable future.”
Based on currently available information, MEDITE expects revenue of approximately $9.5 million and a profit for the full year ended December 31, 2013. MEDITE has consistently generated positive net income under the current management team, which assumed control in 2006.
“MEDITE and CytoCore are well positioned to emerge as a rapidly growing disruptive force in the multi-billion dollar global histology and cytology systems marketplace. We will immediately have a pipeline of proprietary products including high margin stains, biomarkers and consumable products, plus the partnerships and customer relationships in place to deliver these products to market. Access to the U.S. capital markets will provide us with the resources to continue to expand our business and growth prospects, while executing on our long term business plan,” added Ott.
Robert McCullough, Jr, Chief Executive Officer and CFO of CytoCore, commented, “This combination positions CytoCore to benefit from MEDITE’s existing business momentum and growth potential, while providing resources to commercialize the biomolecular technologies and products we have developed. We have been impressed with the quality and reliability of MEDITE’s products, and in the coming quarters we anticipate transitioning several exciting products developed by CytoCore to commercial availability, further capitalizing on MEDITE’s business momentum.”
Upon completion of the acquisition, Michaela Ott will serve as Chief Executive Officer of the combined company, Michael Ott, currently co-President of MEDITE, will serve as President and Chief Operating Officer, and Robert McCullough, Jr. will continue to serve as Chief Financial Officer. The Company will be headquartered in Orlando, FL.
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