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8-K - NYER MEDICAL GROUP INC | v163570_8-k.htm |
EX-2.2 - NYER MEDICAL GROUP INC | v163570_ex2-2.htm |
EX-2.1 - NYER MEDICAL GROUP INC | v163570_ex2-1.htm |
EXHIBIT
99.1
Friday,
October 23, 2009, 5 p.m. Eastern Daylight Time
Press
Release
SOURCE: Nyer
Medical Group, Inc.
Nyer
Medical Group, Inc., Announces Agreements
to
Sell Certain Eaton Apothecary Assets to Walgreens and Sell
Operating
Subsidiary’s Stock to Investors
Nyer
to Liquidate Following Transactions
Holliston,
Massachusetts, October 23, 2009, /PRNewswire-First-Call/--Nyer Medical Group,
Inc., (NasdaqCM:NYER) announced today that D.A.W., Inc., a wholly-owned subsidiary
of Nyer which does business under the name Eaton Apothecary, and Nyer entered
into a definitive agreement with Walgreen Eastern Co., Inc. for the sale of a
substantial portion of DAW’s operating assets, including prescription files and
inventory of a total of 12 neighborhood pharmacies which includes the assignment
of eight leases, for a purchase price, subject to certain adjustments, of $12.0
million plus up to $5.75 million of qualifying inventory and $1.1 million of
operating equipment.
In addition, Nyer also announced today
that Nyer and DAW entered into a definitive agreement with certain management
investors for the sale of the stock of DAW following the closing of the
Walgreens transaction, under which Nyer will receive a benefit of $1,500,000
after giving effect to liabilities to be retained by DAW.
In
conjunction with these transactions, following which Nyer would have no
remaining assets other than the cash received from the transactions, Nyer
intends to proceed with the orderly liquidation and dissolution of Nyer Medical
Group, Inc.
“As
President of DAW and Nyer Medical Group, my primary duty is to maximize
shareholder value, which I believe these transactions do,” said
Mark Dumouchel. “However, I am happy to say that Walgreens
interest in Eaton Apothecary has been beyond buying only pharmacy files – they
will continue to operate a majority of the 12 pharmacies as well as hire all
eligible employees at the 12 locations. In addition, the sale of our
subsidiary’s stock to an investor group insures that virtually all employees
will retain their positions while all our customers will continue to receive the
quality service to which they have grown accustomed. We believe these
transactions together, yield the best outcome for our shareholders, customers
and employees.”
The completion of the asset sale to
Walgreens, sale of DAW stock to investors and plan of dissolution are each
subject to certain closing conditions, including the approval of Nyer’s
shareholders. The
transactions are expected to close within the next 90 days.
About
Nyer Medical Group
Nyer
Medical Group, Inc., is a holding company that, through its pharmacy subsidiary,
operates pharmacies and provides pharmacy management services to various
not-for-profit entities in the greater Boston area.
For
further information contact Mark Dumouchel (508) 429-8506, extension
16.
Safe
Harbor for Forward-Looking Statements
Certain
statements contained in this press release are forward looking in nature within
the meaning of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. These statements are generally identified by the
inclusion of phrases such as "we expect," "we anticipate," "we believe," "we
estimate," and other phrases of similar meaning. These
forward-looking statements are based on our management’s current expectations
and beliefs and involve numerous risks and uncertainties that could cause actual
results to differ materially from expectations, including the risk that we may
fail to consummate the transactions contemplated by our agreements with
Walgreens and investors in DAW or liquidate Nyer. You should not rely
upon these forward-looking statements as predictions of future events because we
cannot assure you that the events or circumstances reflected in these statements
will be achieved or will occur. For example, the description
regarding the expected closing time for the sales and liquidation involves a
forward looking statement. The closing of the transactions is subject to certain closing conditions
set forth in the including the approval of Nyer’s shareholders; these conditions may be delayed
or may not occur, causing the closing to occur at a later date than expected or
not at all. Except as required by law, Nyer undertakes no obligation
to release publicly the result of any revision to these forward-looking
statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated
events. Additional factors are described under "Part
I. Item 1. A. - Risk Factors" in our most recent Annual Report on
Form 10-K as filed with the Securities and Exchange
Commission. Except as required by law, Nyer Medical Group undertakes
no obligation to release publicly the result of any revision to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Additional Information and Where to Find
It
In connection with the proposed
transactions, Nyer Medical Group, Inc. ("Nyer") will file a proxy statement and
other relevant documents with the Securities and Exchange Commission (“SEC”).
NYER SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS AND RELATED MATTERS. NYER SHAREHOLDERS WILL
HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED WITH THE SEC BY NYER THROUGH THE SEC WEBSITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED
MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM NYER BY DIRECTING
A REQUEST TO: NYER MEDICAL GROUP, INC., 13 WATER STREET, HOLLISTON CORPORATION,
MASSACHUSETTS 01746, ATTENTION: CHIEF EXECUTIVE OFFICER, TELEPHONE: (508)
429-8506.
Nyer and its directors and
executive officers and other members of management and employees may be deemed
to participate in the solicitation of proxies in respect of the proposed
transactions. Information regarding Nyer's directors
and executive officers is available in Nyer's annual report on Form 10-K for the
year ended June 30, 2009, which was filed with the SEC on September 28, 2009.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.