Wireless medical technology company BioTelemetry is acquiring provider clinical trial imaging solutions VirtualScopics in an all cash tender. BioTelemetry is offering investors $4.05 per share for VirtualScopics’ common stock, $336.30 per share for VirtualScopics’ Series A and Series B Convertible Preferred Stock and $920.00 per share for VirtualScopics’ Series C-1 Convertible Preferred Stock. The total purchase consideration is approximately $15.5 million.
The tender offer is expected to commence on or about April 11, 2016, and will be open for a minimum of 20 business days. VirtualScopics’ Board has approved the transaction and has agreed to unanimously recommend to its stockholders that they tender their shares of VirtualScopics’ common and preferred stock in the tender offer. Stockholders holding approximately 20% of VirtualScopics’ current outstanding voting stock have agreed, among other things, to tender their voting stock pursuant to the tender offer.
The closing of the transaction is conditioned on the tender and acceptance of at least a majority of the outstanding voting stock and a majority of the Series C-1 Convertible Preferred Stock as well as other customary conditions. BioTelemetry will acquire any VirtualScopics’ shares not purchased in the tender offer in a second-step merger at the same per-share price paid in the tender offer. The closing of the transaction is expected to occur in the second quarter of 2016.
“This acquisition demonstrates our continued commitment to growing our clinical research business,” Joseph H. Capper, President and CEO of BioTelemetry, said in a statement. “VirtualScopics possesses an excellent scientific and operational reputation and we look forward to building upon their longstanding relationships with their customers. We would like to welcome VirtualScopics’ employees and customers to the BioTelemetry family and we look forward to the successful completion of the merger.”
Greenberg Traurig, LLP acted as legal counsel to BioTelemetry. Oppenheimer & Co. acted as exclusive financial advisor and Woods Oviatt Gilman LLP acted as legal counsel to VirtualScopics.
VirtualScopics reported revenue of $12.7 million for 2015.