Noticias

Noticias

  • Título: Galil Medical Enters Into Agreement to Acquire Perseon Corporation to Create Leader in Ablation Treatment for Tumors
  • Fecha: 27-10-2015

    ARDEN HILLS, Minn. and SALT LAKE CITY, Oct. 27, 2015 (GLOBE NEWSWIRE) -- Galil Medical, a global leader in delivering innovative cryotherapy ablation solutions, and Perseon Corporation (NASDAQ:PRSN) (NASDAQ:PRSNW) ('Perseon' or 'The Company'), a leading provider of medical systems that utilize energy to treat cancer, today announced the signing of a definitive agreement in which Galil Medical will acquire Perseon to create a leader in ablation treatment for both cancerous and non-cancerous tumors. Under the terms of the agreement, Galil Medical will pay $1.00 per share in cash, plus $0.02 per warrant for each of the publicly traded warrants, for a total transaction value of approximately $10.6 million. The transaction has been approved by the boards of directors of both companies.

    'We believe this transaction propels us to a market leadership position in minimally invasive treatment of cancerous and non-cancerous tumors, with a broadened product offering that delivers both 'hot and cold' ablation solutions for our growing base of interventional radiologists,' said Martin J. Emerson, President and CEO of Galil Medical. 'We see tremendous opportunity to scale sales of both Perseon's microwave and our cryotherapy ablation solutions, both of which represent high growth, high margin opportunities attacking a large and growing global market for tumor ablation.'

    'We believe Galil Medical is the ideal partner to allow Perseon to continue our efforts to build awareness and increase sales of MicroThermX®, which is a companion technology to cryotherapy ablation and is used by the same interventional radiologists, streamlining our sales efforts. Our companies are also closely aligned in our commitment to investing in robust product development pipelines and clinical research activities to stay at the forefront of ablation technology,' said Clint E. Carnell, President and CEO of Perseon. 'Marty and his team have built a well-respected brand and reputation as pioneers in the interventional radiology market. We look forward to leveraging their world-class distribution channel, which includes relationships with more than 300 hospital units in the U.S. alone, to accelerate MicroThermX sales both in the U.S. and around the world.'

    According to Millennium Research Group in US Markets for Nonvascular Interventional Radiology Devices. 2013, as well as internal projections, the total addressable market for the combined companies is expected to be $500 million to $700 million in the U.S. alone by 2025, representing a 16.6% to 20.6% compound annual growth rate ('CAGR'). Both companies' products are FDA and CE Marked approved and are expected to generate significant growth, with cryotherapy expected to grow at a 22% CAGR from 2013-2020 and microwave ablation expected to grow at a 70% CAGR from 2015-2020. In addition, the combined company expects to achieve gross margins of approximately 70%.

    Emerson added, 'In addition to revenue synergies, we expect to realize an estimated reduction of at least $5 million in combined operating expenses from this transaction. With strong revenue growth, attractive gross margins, and significant cost savings, we are targeting positive EBITDA for the combined company by 2017.'

    Carnell commented, 'With this agreement, our new management team at Perseon is executing the strategy we articulated earlier this year by partnering with an industry leader who can help us achieve scale and maximize sales of MicroThermX. Given our liquidity needs, it will be challenging for Perseon to continue to operate as a stand-alone entity. We believe this agreement offers the best value for our stockholders and provides us with the capital and infrastructure needed to continue our cause to fight humanity's worst disease.'

    Martin J. Emerson will remain President and CEO of Galil Medical and Clint E. Carnell, President and CEO of Perseon, will join Galil Medical's board of directors.

    Terms of the Agreement

    Galil Medical will attempt to acquire all of the outstanding shares of common stock of Perseon through a tender offer, followed by a second-step merger. In the tender offer, Galil Medical will offer to purchase all of Perseon's publicly held shares for $1.00 per share in cash. In addition, Galil Medical will offer $0.02 per publicly traded warrant.

    The transaction purchase price of approximately $10.6 million will be funded through a combination of debt and equity that will be raised concurrent with the tender process. The transaction is expected to close during the fourth quarter of 2015 or the first quarter of 2016, subject to a financing condition and other customary closing conditions, including the tender of at least a majority of the outstanding shares and at least 65% of the outstanding publicly traded warrants, and appropriate regulatory approvals.

    If the tender offer is successful, Galil Medical will acquire all remaining shares of Perseon common stock that are not tendered through a second-step merger under Section 251(h) of the Delaware General Corporation Law, which will be completed shortly after the tender offer and will not require a vote of Perseon's stockholders.

    Houlihan Lokey is acting as Galil Medical's financial advisor and Fredrikson & Byron is serving as Galil Medical's legal advisor. SunTrust Robinson Humphrey is acting as Perseon's financial advisor and Dorsey & Whitney LLP is serving as Perseon's legal advisor.

    Perseon Provides Update for the Three Months Ended September 30, 2015

    For the third quarter ended September 30, 2015, Perseon reported total revenues of $555,514, which were primarily derived from Perseon's MicroThermX product line. These results represent an 11% increase of MicroThermX sales compared to the same quarter a year ago when MicroThermX sales totaled $501,350. For the three months ended September 30, 2014, the Company reported total revenues of $1,080,447, which included $579,097 in hyperthermia sales.

    'The 11% year-over-year increase in MicroThermX sales for the three-month period was comprised of a 30% increase in our U.S. business, somewhat offset by a 30% decline in our international revenues, largely due to a one-time reduction in distributor-held inventory levels we agreed to with our largest international distributor, Terumo. Our unique technology platform is receiving very positive reception with existing and new customers,' said Carnell.

    For the three months ended September 30, 2015, the Company reported total gross profit of $394,966, and corresponding gross margin of 71%, compared to $407,296, and 38% for the three months ended September 30, 2014. The increase in gross margin for Q3 2015 when compared to Q3 2014 was primarily the result of the high gross margin of the MicroThermX product line unencumbered by the much lower profitability of the hyperthermia product line, which was divested effective April 1, 2015.

    For the third quarter of fiscal year 2015, the Company reported a net loss of $3,045,305, or $0.38 per share, compared to a net loss of $2,061,328, or $0.52 per share, for the comparable period last year.

    For the nine months ended September 30, 2015, the Company reported cash flow used by operating activities of $7,543,427. As of September 30, 2015, Perseon reported a cash and cash equivalents balance of $3,026,606, total current assets of $4,728,975 and no long-term debt.

    Based on current projections the cash resources will only be sufficient to sustain the Company's operations for up to four months after September 30, 2015 without substantial cost cutting to a level that would include fewer sales resources and lower compliance levels of staffing and activities across the Company. In addition, the Company's financial advisors have advised that prospects of raising additional equity on acceptable terms are not likely. Further, to become profitable, revenues would need to significantly increase from sales of MicroThermX products and the Company would have to substantially reduce expenses. It is not expected that sales of MicroThermX products will increase sufficiently to cover the Company's total costs of operations before it runs out of cash. Substantially reducing costs may impair its ability to increase revenue. Accordingly, the Company recommends this transaction as the best value for shareholders.

    About Galil Medical

    Galil Medical is a global leader in delivering innovative cryotherapy ablation solutions. The company's products are utilized by interventional radiologists and surgeons to ablate cancerous and non-cancerous tumors affecting the kidney, bone, lung, liver, and prostate. At the prestigious CIRSE conference recently held in Lisbon, Portugal, the clinical experience with cryotherapy was discussed in over 30 scientific presentations. The company has facilities located in Arden Hills, Minnesota and Yokneam, Israel. Shareholders include Thomas, McNerney & Partners, The Vertical Group, and Investor Growth Capital

    - See more at: http://globenewswire.com/news-release/2015/10/27/780290/10154095/en/Galil-Medical-Enters-Into-Agreement-to-Acquire-Perseon-Corporation-to-Create-Leader-in-Ablation-Treatment-for-Tumors.html#sthash.eBIYWIXO.dpuf



  • Fuente: endovascular.es