Upmarket Deal at $2.50 Per Share Saves Generex Bio
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Posted On: 03/29/2019 9:16:15 AM
Upmarket Deal at $2.50 Per Share Saves Generex Biotechnology Shareholders $14+ Million
9:00 AM ET, 03/29/2019 - GlobeNewswire
Generex and Veneto Holdings Re-Negotiate Acquisition from a $35 Million Total Consideration to a $21 Million Stock-Only Transaction at $2.50 Per Share to Satisfy Generex’ Obligations
MIRAMAR, FL, March 29, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Generex Biotechnology Corporation (www.generex.com) (OTCQB: GNBT) (http://www.otcmarkets.com/stock/GNBT/quote) is proud to announce that the company has successfully renegotiated a mutually agreed upon purchase price for certain assets of Veneto Holdings. As previously reported, on October 3, 2018, Generex affiliate NuGenerex Distribution Solutions 2, LLC (“NuGenerex”) agreed to purchase Veneto Group’s eight pharmacies, a wholesale pharmacy purchasing company, and an in-network laboratory. In consideration, NuGenerex executed and delivered to Veneto a promissory note in the principal amount of US $15 Million (the “First Tranche Note”). On November 1, 2018, NuGenerex completed the acquisition of the balance of the Veneto Group operating assets, consisting primarily of its management services organization (MSO) business and two additional ancillary service companies. In consideration of the sale, transfer, and assignment of those assets, NuGenerex executed and delivered to Veneto a secured promissory note in the principal amount of US $35 Million due January 15, 2019. The note was guaranteed by Joseph Moscato, Chief Executive officer of Generex, and retired and replaced the First Tranche Note.
The acquisition of selected Veneto Group assets is now complete. With this transaction, Generex, with the support of the Veneto Board, has renegotiated the purchase price to $21 million in an all-stock transaction at $2.50 per share, which equates to 8.4 million shares of GNBT Common Stock that will be paid from the dividend share pool [*See Note] to satisfy the obligations of Generex. The renegotiation centered around Generex’ continued assessment of the business operations of the acquired assets, including the evaluation of profitability, compliance with regulatory requirements, and organizational performance.
Under the guidance of Terry Thompson, President of NuGenerex Distribution Solutions (NDS) and Chief Operating Officer of Generex, the company has reorganized the Veneto assets to focus on building the MSO business and completely revamping the pharmacy model to yield a better use of capital and to avoid continual regulatory and contractual scrutiny from the established regulators, wholesalers, PBM’s, and insurers. The revised strategy is designed to be fully compliant with no direct pharmacy ownership and replacement of brick and mortar pharmacies with a nationwide network of contracted pharmacies to fulfil the business needs of the company.
Mr. Thompson commented, “The Veneto MSO platform remains a very powerful relationship engine with our investor physicians. We have spent the past several months rationalizing the team and talent, the products and services, and add on acquisitions. Most importantly, we have hired top tier health law counsel to keep us compliant and to continually review the health law and compliance issues surrounding our strategy. We believe we have cleared a runway to a successful acquisition strategy and organic growth through sales of new products, diversifying our offerings, and preparing for regional expansion. We finished a beta site roll out of our new DME-IQ product with a large orthopedic center and are calculating the results and preparing a proforma forecast to assess our roll out plans. We are also getting closer to finalizing our acquisitions in the surgical and biological space and are very excited as to the cross-over opportunities in these products and services. Other products on the horizon, such as our recently acquired Olaregen Therapeutix Inc’s new world class product Excellagen, which our podiatrists are keen to begin using, are adding more value to our relationships. The Veneto assets and physician relationships are at the core of our future momentum.”
Joseph Moscato added, “The Veneto transaction is now completely finalized with an up-market, all share deal that saves Generex shareholders $14 million plus interest, eliminates the $20 million promissory note and guarantees from the second tranche note, and satisfies the company’s obligations for the acquisition. When we make an acquisition, we have a deliberate, step-by-step process to ensure that we build true value for our shareholders and investors. We evaluate acquisition targets with multi-level due diligence, companies are audited for financial, operational, and regulatory compliance for the last several years, and the third step is an operational performance evaluation through a quarter. When we find deficiencies in any area, we renegotiate the deal to reflect the true value of the acquired business. Since the acquisition was made at the beginning of November, Terry Thompson, our Chief Legal Counsel, Anthony Crisci, Esq., CPA, and the team at NDS have done an incredible job in reorganizing the business to establish a foundation of operational excellence to grow the MSO model through geographic expansion and the introduction of DME-IQ, as well as through the distribution of medical, surgical, and biologic products of Generex subsidiaries through the network. With the quarterly report filed this week, we will now focus on closing our next acquisitions Pantheon Medical, MediSource Partners, and Fuse Medical in the coming weeks.”
[*Note: As previously reported, the Generex pool shares were created by Directors and major shareholders for the benefit of Generex, and these shares are already in the market and factored into today's stock price.]
9:00 AM ET, 03/29/2019 - GlobeNewswire
Generex and Veneto Holdings Re-Negotiate Acquisition from a $35 Million Total Consideration to a $21 Million Stock-Only Transaction at $2.50 Per Share to Satisfy Generex’ Obligations
MIRAMAR, FL, March 29, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Generex Biotechnology Corporation (www.generex.com) (OTCQB: GNBT) (http://www.otcmarkets.com/stock/GNBT/quote) is proud to announce that the company has successfully renegotiated a mutually agreed upon purchase price for certain assets of Veneto Holdings. As previously reported, on October 3, 2018, Generex affiliate NuGenerex Distribution Solutions 2, LLC (“NuGenerex”) agreed to purchase Veneto Group’s eight pharmacies, a wholesale pharmacy purchasing company, and an in-network laboratory. In consideration, NuGenerex executed and delivered to Veneto a promissory note in the principal amount of US $15 Million (the “First Tranche Note”). On November 1, 2018, NuGenerex completed the acquisition of the balance of the Veneto Group operating assets, consisting primarily of its management services organization (MSO) business and two additional ancillary service companies. In consideration of the sale, transfer, and assignment of those assets, NuGenerex executed and delivered to Veneto a secured promissory note in the principal amount of US $35 Million due January 15, 2019. The note was guaranteed by Joseph Moscato, Chief Executive officer of Generex, and retired and replaced the First Tranche Note.
The acquisition of selected Veneto Group assets is now complete. With this transaction, Generex, with the support of the Veneto Board, has renegotiated the purchase price to $21 million in an all-stock transaction at $2.50 per share, which equates to 8.4 million shares of GNBT Common Stock that will be paid from the dividend share pool [*See Note] to satisfy the obligations of Generex. The renegotiation centered around Generex’ continued assessment of the business operations of the acquired assets, including the evaluation of profitability, compliance with regulatory requirements, and organizational performance.
Under the guidance of Terry Thompson, President of NuGenerex Distribution Solutions (NDS) and Chief Operating Officer of Generex, the company has reorganized the Veneto assets to focus on building the MSO business and completely revamping the pharmacy model to yield a better use of capital and to avoid continual regulatory and contractual scrutiny from the established regulators, wholesalers, PBM’s, and insurers. The revised strategy is designed to be fully compliant with no direct pharmacy ownership and replacement of brick and mortar pharmacies with a nationwide network of contracted pharmacies to fulfil the business needs of the company.
Mr. Thompson commented, “The Veneto MSO platform remains a very powerful relationship engine with our investor physicians. We have spent the past several months rationalizing the team and talent, the products and services, and add on acquisitions. Most importantly, we have hired top tier health law counsel to keep us compliant and to continually review the health law and compliance issues surrounding our strategy. We believe we have cleared a runway to a successful acquisition strategy and organic growth through sales of new products, diversifying our offerings, and preparing for regional expansion. We finished a beta site roll out of our new DME-IQ product with a large orthopedic center and are calculating the results and preparing a proforma forecast to assess our roll out plans. We are also getting closer to finalizing our acquisitions in the surgical and biological space and are very excited as to the cross-over opportunities in these products and services. Other products on the horizon, such as our recently acquired Olaregen Therapeutix Inc’s new world class product Excellagen, which our podiatrists are keen to begin using, are adding more value to our relationships. The Veneto assets and physician relationships are at the core of our future momentum.”
Joseph Moscato added, “The Veneto transaction is now completely finalized with an up-market, all share deal that saves Generex shareholders $14 million plus interest, eliminates the $20 million promissory note and guarantees from the second tranche note, and satisfies the company’s obligations for the acquisition. When we make an acquisition, we have a deliberate, step-by-step process to ensure that we build true value for our shareholders and investors. We evaluate acquisition targets with multi-level due diligence, companies are audited for financial, operational, and regulatory compliance for the last several years, and the third step is an operational performance evaluation through a quarter. When we find deficiencies in any area, we renegotiate the deal to reflect the true value of the acquired business. Since the acquisition was made at the beginning of November, Terry Thompson, our Chief Legal Counsel, Anthony Crisci, Esq., CPA, and the team at NDS have done an incredible job in reorganizing the business to establish a foundation of operational excellence to grow the MSO model through geographic expansion and the introduction of DME-IQ, as well as through the distribution of medical, surgical, and biologic products of Generex subsidiaries through the network. With the quarterly report filed this week, we will now focus on closing our next acquisitions Pantheon Medical, MediSource Partners, and Fuse Medical in the coming weeks.”
[*Note: As previously reported, the Generex pool shares were created by Directors and major shareholders for the benefit of Generex, and these shares are already in the market and factored into today's stock price.]
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