Navigation Links
Nyer Medical Group Reaches Agreement to Acquire Minority Interest in Pharmacy Chain Subsidiary
Date:12/26/2007

Former Minority Shareholders of Subsidiary to Invest in Nyer Medical Group; President of subsidiary to become CEO and President of Nyer Medical Group

BANGOR, Maine, Dec. 26 /PRNewswire-FirstCall/ -- Nyer Medical Group, Inc. (Nasdaq: NYER) today announced that it has reached agreement with the minority shareholders of its subsidiary, D.A.W., Inc. d/b/a Eaton Apothecary to acquire the remaining 20% interest in the pharmacy chain in fulfillment of Nyer's obligation pursuant to a 1996 shareholder agreement.

By agreeing to a series of transactions, the minority shareholders will immediately assume management of Nyer and will control approximately 58% of the voting power of Nyer. Karen Wright will resign her position as President of Nyer, while continuing as Vice-President-Finance. She, Donald Lewis and Dr. Kenneth Nyer will resign their board positions while the Nyer board will elect Mark and David Dumouchel to the board. Mark Dumouchel, president of the pharmacy subsidiary since 1990, will be appointed Chief Executive Officer and President of Nyer. Upon closing, certain former subsidiary minority shareholders will sign three-year employment agreements to serve as executive pharmacy managers. As conditions of the buyout are met, all preferred shares of the company will be retired.

Over time and when fully realized upon, Nyer will satisfy its $4 million obligation through a series of transactions. The agreement provides for a $1.75 million cash payment, the issuance of a new class B2 convertible preferred shares to the minority shareholders, and the issuance of two notes, a $350,000 promissory note bearing interest at a rate of 7% per annum maturing in 5 years and a $1.5 million convertible promissory note bearing interest at a rate of 8% per annum maturing in 3 years. The class B2 preferred shares will convert to 218,000 shares of common stock, subject to adjustment, in 3 years provided Nyer meets certain financial obligations to the minority shareholders. The convertible note is convertible at any time following one year at the holders' election into Nyer common stock at an initial conversion rate of $1.84 per share, subject to adjustment, and is redeemable at the holders' election, in whole or in part, based upon the occurrence of certain transactions. It is anticipated that the cash funding for the transaction will occur through D.A.W.'s increased available cash flow, as a result of the extension of payment terms by its major supplier.

The new agreement also calls for Nyer to simultaneously acquire 100% of its outstanding shares of Class A and B preferred stock owned by Samuel Nyer in exchange for a $400,000 promissory note bearing interest at a rate of 7% per annum maturing in 5 years. In addition, the minority shareholders of D.A.W. have agreed to purchase 597,827 shares of Nyer common stock owned by Nyle International Corp. for $1.84 per share.

The change of control that would be caused by these transactions is subject to Nyer shareholder approval and other closing conditions.

"We are very pleased to have reached this agreement and look forward to the realization of the true value of the Company's stock," said D.A.W. president and incoming Nyer CEO Mark Dumouchel.

"We are excited we have reached an agreement to purchase the remaining 20% of our pharmacy segment, D.A.W., Inc. and will have employment contracts with our five executive pharmacy managers, stated Karen Wright, current President of Nyer Medical Group, Inc. "This is an important time for the Company as we strive to increase profitability and increase shareholder value."

Nyer Medical Group, Inc. is a holding company that operates pharmacies in the greater Boston area and a medical products distribution business that distributes and markets medical equipment and supply products to hospitals, physicians and nursing homes using relationship-based telemarketing, direct sales personnel, catalogs and the Internet. These orders are filled by the Company's distribution centers located in New England and South Florida.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements in this Current Report which are not strictly historical including, but not limited to, statements regarding the events that will happen upon closing of the transactions described above and statements involving profitability and shareholder value, are "forward- looking" statements which are subject to many risks and uncertainties. These include the failure to satisfy the closing conditions set forth in the Amended Agreement and/or the Purchase and Sale Agreement, a significant delay in the closing for any reason, business uncertainty before closing and economic, competitive, governmental and other factors identified in Nyer's filings with the Securities and Exchange Commission. The Registrant does not undertake any obligation to update these forward-looking statements.


'/>"/>
SOURCE Nyer Medical Group, Inc.
Copyright©2007 PR Newswire.
All rights reserved

Related medicine news :

1. MSU engineering team designs innovative medical device
2. ATS Medical to Present at the 2007 Thomas Weisel Partners Healthcare Conference
3. Providence St. Joseph Medical Center, Caregivers Reach Agreement on a Union Contract
4. Owner and Operator of Florida Durable Medical Equipment Company Convicted of Medicare Fraud
5. Father and Daughter From Tanzania Receive Their First Medical Examination in Newport Beach
6. Doctors and medical ethicist discuss whether doctors should participate in capital punishment
7. Preparation for Natural Disasters Critical for People With Diabetes, Chronic Medical Conditions
8. Doctors and Medical Ethicist Discuss Whether Doctors Should Participate in Capital Punishment
9. Symmetry Medical Completes Acquisition Of Specialty Surgical Instruments
10. Milestone Scientific Announces Successful Completion of its Collaboration Agreement With Carticept Medical
11. FDA Seeks to Regulate Complementary and Alternative Medicine; Products Such as Vegetable Juice Could Be Restricted for Medical Use
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:2/24/2017)... ... ... In the Health Care IT campaign, Robert Herjavec discusses health IT security ... will be attacked, but when.” However, he and many others involved highlight a promising ... in auditing and monitoring have taken security in health care a very long way. ...
(Date:2/24/2017)... ... February 24, 2017 , ... Healthcare Associates of McKinney announced ... Ranch building at 8080 State Highway 121, Suite 210, McKinney, Texas 75070. It ... Highway 121. , As the practice has grown, the need for more space has ...
(Date:2/24/2017)... ... February 24, 2017 , ... With ProGlass Prism users now ... . Users have total control over position, rotation, distortion, edge softness, edge blur, chromatic ... Cut Pro X. , With ProGlass Prism users are given the tools and ...
(Date:2/24/2017)... ... February 24, 2017 , ... Yisrayl Hawkins, Pastor and Overseer at The ... this present generation. Yisrayl makes an astounding statement when he says that the ... that the Bible details the current times so plainly that anyone should be able ...
(Date:2/24/2017)... , ... February 24, 2017 , ... Indiana Fiber Network ... the company later this year. Dyer started as the Chairman of the Management ... the establishment of the corporation including the recruitment of investor/owners and development of the ...
Breaking Medicine News(10 mins):
(Date:2/24/2017)...  The particle counters market is projected to ... 275.9 million in 2016, at a CAGR of ... http://www.reportlinker.com/p04718602-summary/view-report.html The growing pharmaceutical and ... growth in manufacturing industries in emerging nations are ... counters. On the other hand, technical limitations of ...
(Date:2/23/2017)... , Feb. 23, 2017 Visiomed, ... and services since 1997, is changing the landscape ... technology providing patients with pro-active, custom-made solutions. Recognizing ... for instant and affordable healthcare without walls, Visiomed ... high-level devices developed with healthcare professionals that is ...
(Date:2/23/2017)... Feb. 23, 2017  Cogentix Medical, Inc. (NASDAQ: CGNT), ... innovative proprietary products for the urology market, will release ... ended December 31, 2016 before the market open on ... will host a conference call and webcast to discuss ... 9, 2017 at 11:00 a.m. Eastern Time (10:00 a.m. ...
Breaking Medicine Technology: