Caliber I.D. Signs Definitive Agreement to Merge With VivaScope
ANDOVER, MASSACHUSETTS, UNITED STATES, August 12, 2022 /EINPresswire.com/ -- BOSTON, August 12, 2022, Caliber Imaging & Diagnostics, Inc. (Caliber I.D.), a global leader of confocal microscopy for cellular-level imaging, announced today that it has signed a definitive agreement to merge with VivaScope GmbH (VivaScope).
Under the terms of the definitive agreement, VivaScope will acquire 100% of the ownership interests in Caliber I.D. and stockholders of Caliber I.D. will receive 0.0000091268 of a share of VivaScope for each share of Caliber I.D. held by such stockholder. No fractional shares of VivaScope will be issued in the transaction and cash will be paid in lieu of any fractional share based on an estimated value of $0.0088 per share. The transaction is subject to standard closing conditions, including receipt of applicable corporate and regulatory approvals. The transaction is expected to close in the second half of 2022.
Caliber I.D. CEO, L. Michael Hone, commented:
“We are excited about our future with our new company, VivaScope GmbH. The new company is the combination of Caliber Imaging & Diagnostics, Inc., and the previous VivaScope group of MAVIG GmbH in Munich, Germany. Together, we are stronger and now have an integrated global opportunity for our revolutionary medical imaging solutions. We have worked collaboratively with the MAVIG team for over 15 years and this step solidifies the future of VivaScope.”
The transaction will be completed pursuant to exemptions from the prospectus and registration requirements under applicable securities laws. None of the shares of VivaScope issued to Caliber I.D. stockholders in connection with the transaction will be registered under the Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of VivaScope, nor shall there be any distribution of VivaScope shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Caliber Imaging & Diagnostics, Inc.
Caliber Imaging & Diagnostics, Inc. is a global leader in the design and manufacture of in-vivo and ex-vivo confocal microscopy equipment for the medical device, clinical research and life science industries. Headquartered in Andover, Massachusetts, Caliber I.D. has more than 20 years of experience specializing in confocal microscopy. Caliber I.D.'s VIVASCOPE System product portfolio has been widely studied and published in more than 800 peer-reviewed articles. For more information about Caliber I.D. and its products, please visit www.caliberid.com or call (585) 758-2811.
About VivaScope GmbH
VivaScope GmbH is a newly formed company created out of the VivaScope sales, marketing, and support group from MAVIG GmbH in Munich, Germany. MAVIG has previously sold and supported Caliber Imaging & Diagnostics, Inc. products successfully for over 15 years. MAVIG has been a successful business in the medical field for over 100 years. For more information, please visit www.mavig.com and www.vivascope.de.
Under the terms of the definitive agreement, VivaScope will acquire 100% of the ownership interests in Caliber I.D. and stockholders of Caliber I.D. will receive 0.0000091268 of a share of VivaScope for each share of Caliber I.D. held by such stockholder. No fractional shares of VivaScope will be issued in the transaction and cash will be paid in lieu of any fractional share based on an estimated value of $0.0088 per share. The transaction is subject to standard closing conditions, including receipt of applicable corporate and regulatory approvals. The transaction is expected to close in the second half of 2022.
Caliber I.D. CEO, L. Michael Hone, commented:
“We are excited about our future with our new company, VivaScope GmbH. The new company is the combination of Caliber Imaging & Diagnostics, Inc., and the previous VivaScope group of MAVIG GmbH in Munich, Germany. Together, we are stronger and now have an integrated global opportunity for our revolutionary medical imaging solutions. We have worked collaboratively with the MAVIG team for over 15 years and this step solidifies the future of VivaScope.”
The transaction will be completed pursuant to exemptions from the prospectus and registration requirements under applicable securities laws. None of the shares of VivaScope issued to Caliber I.D. stockholders in connection with the transaction will be registered under the Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of VivaScope, nor shall there be any distribution of VivaScope shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Caliber Imaging & Diagnostics, Inc.
Caliber Imaging & Diagnostics, Inc. is a global leader in the design and manufacture of in-vivo and ex-vivo confocal microscopy equipment for the medical device, clinical research and life science industries. Headquartered in Andover, Massachusetts, Caliber I.D. has more than 20 years of experience specializing in confocal microscopy. Caliber I.D.'s VIVASCOPE System product portfolio has been widely studied and published in more than 800 peer-reviewed articles. For more information about Caliber I.D. and its products, please visit www.caliberid.com or call (585) 758-2811.
About VivaScope GmbH
VivaScope GmbH is a newly formed company created out of the VivaScope sales, marketing, and support group from MAVIG GmbH in Munich, Germany. MAVIG has previously sold and supported Caliber Imaging & Diagnostics, Inc. products successfully for over 15 years. MAVIG has been a successful business in the medical field for over 100 years. For more information, please visit www.mavig.com and www.vivascope.de.
Michael Hone
Caliber ID
+1 585-758-2811
info@caliberid.com
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