Nyer Medical Group, Inc., Announces Voluntary Delisting From NASDAQ and Closings of Sales of Assets
HOLLISTON, Mass., Feb. 9 /PRNewswire-FirstCall/ -- Nyer Medical Group, Inc., ("Nyer") has notified the NASDAQ Stock Market ("NASDAQ") of its intent to voluntarily delist its securities following its closings of the sales of substantially all of its assets.
In connection with the delisting, Nyer had requested that NASDAQ suspend trading effective at the close of business on February 1, 2010. Nyer anticipates filing a Form 25 with the Securities and Exchange Commission on or about February 9, 2010, and further anticipates that the delisting will be effective 10 days after the date of filing of the Form 25, on or about February 19, 2010. Upon delisting from the Exchange, Nyer's securities will be added to the over-the-counter market.
On January 29, 2010, Nyer closed the transactions contemplated by the Asset Purchase Agreement, dated as of October 22, 2009, among Walgreen Eastern Co., Inc. ("Walgreens"), D.A.W., Inc., a wholly-owned subsidiary of Nyer ("DAW"), and Nyer, whereby DAW sold to Walgreens a substantial portion of its operating assets, including prescription files and inventory of a total of 12 neighborhood pharmacies, which included the assignment of nine leases, for a cash purchase price of $12.0 million plus $6.6 million of qualifying inventory, $1.1 million of operating equipment and $71,980 for prepaid rent amounts (the "WAG Transaction").
On February 3, 2010, Nyer closed the transactions contemplated by the Transaction Agreement, dated October 23, 2009, among Nyer, DAW, and certain members of management of DAW (the "Management Team"), with an effective date of February 1, 2010 (the "DAW Transaction"), whereby the Management Team purchased the stock of DAW in exchange for $300,000 in cash and the assumption of $1.2 million of liabilities.
As a result of the closings of the WAG Transaction and the DAW Transaction, Nyer has no remaining assets other than the cash received from the transactions. It is currently in the process of an orderly liquidation and dissolution of Nyer in accordance with the Plan of Dissolution of Nyer, which is expected to be completed in approximately 90 days.
The WAG Transaction, the DAW Transaction and the Plan of Dissolution are described more fully in the Company's Proxy Statement dated December 17, 2009.
Safe Harbor for Forward-Looking Statements
This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward looking statements are based on the Company's present expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons. For example, this press release states that the Plan of Dissolution is expected to be completed in approximately 90 days. In fact, the closing of the Plan of Dissolution is subject to various conditions and contingencies as are customary in plans of dissolution in the United States. If these conditions are not satisfied or the specified contingencies occur, the Plan of Dissolution may be delayed or may not be completed. For these reasons, among others, you should not place undue reliance upon forward looking statements. Except as required by law, the Company does not assume any obligations to update any forward looking statements as a result of new information, changed circumstances, future events or otherwise.
SOURCE Nyer Medical Group, Inc.