Biomerica, Inc. and Lancer Orthodontics, Inc. have announced that Biomerica has signed an asset purchase agreement to acquire all operating assets and known liabilities of Lancer. Under the terms of the agreement, Lancer will receive between 480,000 and 967,742 shares of Biomerica common stock. Following the transaction, Lancer intends to dividend the Biomerica common shares it has received to its shareholders. Through this transaction each Lancer common share will receive approximately $0.42 worth of Biomerica common stock at current market values. The consummation of this transaction is subject to Lancer shareholder approval, SEC approval and other factors.
Lancer Orthodontics, located in San Marcos, Calif., develops, manufactures and markets worldwide state-of-the-art orthodontic products such as bands, brackets and buccal tubes. Should the transaction close, Lancer will become a wholly-owned subsidiary of Biomerica.
"This is a stock transaction that will benefit shareholders of both companies," said Zackary Irani, Biomerica CEO. "Lancer shareholders will receive a more liquid stock while still retaining their Lancer shares."
Currently Biomerica owns approximately 30 percent of the outstanding common shares of Lancer Orthodontics, which had net sales of $5.9 million for the Fiscal Year ended May 31, 2001. "In addition to the obvious shareholder benefits, both Companies will benefit by the consolidation of certain professional and administrative functions that are now performed separately," Mr. Irani said.
Because the transaction is structured as an asset purchase, and Biomerica shares are issued as a dividend, Lancer shareholders will retain their shares of Lancer as well. Upon completion of the transaction, it is expected common shares of Lancer Orthodontics will continue to trade on the Over The Counter Bulletin Board.
