MIAMI and VERNON HILLS, Ill., Sept. 26 WinstonLaboratories, Inc., a company engaged in the discovery and development ofproducts for pain management, and Getting Ready Corporation, a publicly-tradedcompany with no active operations (OTC: GTRY), completed a merger on September25, 2008, pursuant to a merger agreement providing for the merger of Winstonwith and into Winston Acquisition Corp., a wholly-owned subsidiary of GTRY.Winston will continue as the surviving entity in the merger and as awholly-owned subsidiary of GTRY. In connection with the consummation of themerger, GTRY expects to change its name from "Getting Ready Corporation" to"Winston Pharmaceuticals, Inc." GTRY's trading symbol is "GTRY.OB," which thecompany expects to change in connection with the name change. GTRY intends toapply to have its shares listed on the American Stock Exchange.
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As previously reported, simultaneously with the signing of the mergeragreement, on November 13, 2007, a group of investors led by Dr. PhillipFrost, Chairman and Chief Executive Officer of Opko Health, Inc., investedapproximately $5.0 million in Winston in exchange for shares of preferredstock and warrants of Winston. Prior to the closing of the merger, a group ofinvestors led by Dr. Phillip Frost and Glenn L. Halpryn made an additional$4.0 million investment in Winston's preferred stock. The proceeds from theinvestments have and will fund ongoing research and development activities andcurrent operations.
Under the terms of the merger agreement, at the closing of the merger,each common share of Winston issued and outstanding was converted into andexchanged for the right to receive approximately 17.65 shares of common stockof GTRY, and each share of preferred stock of Winston was converted into andexchanged for the right to receive approximately .01751 shares of preferredstock of GTRY, each such share being convertible into 1,000 shares of GTRYcommon stock. Each Winston option was assumed by GTRY and is now exercisablefor approximately 17.65 shares of common stock of GTRY, and each Winstonwarrant was assumed by GTRY and is now exercisable for approximately .01751shares of preferred stock of GTRY, each such share being convertible into1,000 shares of GTRY common stock. As a result of the merger, GTRY'sstockholders own approximately 2.56% of the combined company on a fullydiluted basis, the stockholders and option holders of Winston, excluding thenew investors, own approximately 63.00% of the combined company on a fullydiluted basis, the new investors own convertible preferred stock representingapproximately 24.44% of the combined company on a fully diluted basis.Warrants issued to certain of the new investors are now exercisable for fouryears for up to 10% of the common equity of the combined company on a fullydiluted basis.
The Board of Directors of GTRY initially will consist of four directors tobe appointed by Winston and three directors to be appointed by GTRY. Dr. JoelBernstein, currently the Chief Executive Officer and principal shareholder ofWinston, will serve as Chief Executive Officer of the combined company and asits Chairman of the Board. The company is now headquartered in Vernon Hills,Illinois.
"Dr. Phillip Frost and I are pleased to be working together to build whatwe expect will become one of North America's leading pharmaceutical companiesfocused on pain control. We plan to introduce branded pharmaceutical productsthat will offer new therapeutic options for the growing number of patientssuffering from acute or chronic pain," stated Dr. Bernstein.
Glenn Halpryn, the current Chairman and President of Getting ReadyCorporation, stated "The management and R&D teams at Winston Laboratories havea successful history of developing pharmaceutical products for painmanagement. The present merger pro