GARDEN GROVE, Calif. -- Diagnostic product makers HycorBiomedical Inc. and Ventrex Laboratories Inc. said Wednesdaythat they have reached an agreement in principle to merge.
Ventrex will become a subsidiary of Hycor and will continue toexist under the Ventrex name to take advantage of its large netoperating loss carry forwards and tax credits, said Reg Jones,Hycor's chief financial officer.
Ventrex and Hycor will remain in their respective locations,Hycor here and Ventrex in Portland, Maine.
Ventrex lost $155,000 on revenues of $14.9 million for theyear ended Sept. 30, 1990. Hycor had a profit of $944,000 onrevenues of $10.6 million for the year ended Dec. 31.
Hycor (NASDAQ:HYBD) will issue 2.4 million new shares ofcommon stock, plus warrants for the purchase of an additional500,000 Hycor shares, to holders of Ventrex securities inexchange for their interest in Ventrex. If the warrants areexercised, holders of Ventrex securities will own 35 percent ofthe merged company.
Based on Hycor's Wednesday closing stock price of $5, the dealwill cost $12 million. Ventrex stock (NASDAQ:VTRX) closedunchanged at $1.
Upon completion of the merger Hycor will have 7.9 millionshares of stock outstanding. Ventrex common stock will ceasetrading. There are currently 10.8 million shares of Ventrexcommon stock outstanding on a fully diluted basis.
Completion of the merger depends on a definitive agreementaccepted by both boards and Ventrex share owners.
-- Karen Bernstein BioWorld Staff
(c) 1997 American Health Consultants. All rights reserved.