ADDISON, Texas, May 14, 2015 /PRNewswire/ -- ULURU Inc. (OTCQB: ULUR) announced it will be acquiring the 75% ownership of Altrazeal Trading GmbH not currently owned by the Company. The company was granted the option pursuant to a Shareholders Agreement dated January 11, 2012, to acquire the remaining ownership for a predetermined valuation. Altrazeal Trading GmbH was established to commercialize Altrazeal, our proprietary wound care product, in Europe, the Middle East, and Australia/New Zealand.
Under the terms of the executed Binding Term Sheet, Uluru will pay Euros 3,150,000 for the Altrazeal Trading GmbH entity, inclusive of all outstanding liabilities and will pay a working capital adjustment reflecting assets on hand December 31, 2014, less any reductions prior to closing. The payment of the purchase price will occur in instalments over the balance of 2015. The initial payment of Euros 646,500 will be paid by way of a partial receivables balance offset with the balance payable in five equal instalments of Euros 500,700 on closing, June 30, 2015 and then 2 month intervals with the final payment on December 31, 2015.
At the Company's discretion, the instalment payments can be made either in cash or in the Company's common stock. Should payment be made in common stock, the pricing of the shares will be at a 10% premium to the average stock price for the last 10 days prior to the instalment payment date. In addition, a warrant equal to 10% of the stock issued for the instalment payment will be granted at a $0.30 per share premium to the stock price as of the instalment payment date.
From a financial and operating viewpoint the Company believes that the acquisition has many advantages including:
- It will be immediately accretive to operating results;
- European revenues will more than double due to Altrazeal being sold directly to the country licensees;
- Operating margins will be significantly enhanced;
- The attainment of company profitability will be accelerated; and
- It takes advantage of the currently favorable U.S. Dollar/Euro exchange rate.
Commenting on the acquisition, Kerry P. Gray, President and CEO of Uluru, stated "Given the projected expanding revenue base in Europe and the Middle East our purchase of Altrazeal Trading GmbH represents a major opportunity for the Company to not only significantly expand the revenue base, but also enhance our operating margins. Assuming this transaction had been in place for the 2014 fiscal period, revenues would have been approximately $1.6 million, an increase of $730,000 over the reported results, with a $350,000 improvement in operating earnings. In addition, the expanding incremental revenue will enable the Company to make strategic investments in supportive clinical data, in important additional indication including burns, to further enhance the growing body of clinical support for Altrazeal. With important recent launches in Germany and projected rapid expansion throughout the Middle East, together with the decline in value of the Euro, this makes it an ideal time to complete this transaction."
As a result of this transaction it is estimated that the Company can achieve positive earnings before depreciation and amortization expense on a sales base of approximately $4 million annually.
Helmut Kerschbaumer, Managing Director of Altrazeal Trading GmbH, commented "We are committed to continue to support the expansion of Altrazeal commercial activities in this important territory in conjunction with our efforts to further expand our marketing alliances in Latin America, Asia, and Africa. I believe the plans are now in place to generate significant growth of Altrazeal revenue within existing markets and to further expand into new markets within Europe and the Middle East. It is our opinion that all parties significantly benefit both in the short and longer term from this business combination."
About ULURU Inc.:
ULURU Inc. is a specialty pharmaceutical company focused on the development of a portfolio of wound management and oral care products to provide patients and consumers improved clinical outcomes through controlled delivery utilizing its innovative Nanoflex® Aggregate technology and OraDisc™ transmucosal delivery system. For further information about ULURU Inc., please visit our website at www.uluruinc.com. For further information about Altrazeal®, please visit www.Altrazeal.com.
ULURU Inc. (OTCQB: ULUR) trades on the OTCQB Venture stage marketplace for early stage and developing U.S. and international companies. Companies are current in their reporting and undergo an annual verification and management certification process. Investors can find Real-Time quotes and market information for the company on www.otcmarkets.com.
This press release contains certain statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended. These statements are subject to numerous risks and uncertainties, including but not limited to the advantages of the acquisition to the Company, the potential increase in revenues and earnings, the enhancement of our operating margins, our ability to support and finance additional clinical data, our ability to expand our marketing alliances, and the risk factors detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and other reports filed by us with the Securities and Exchange Commission.
Kerry P. Gray
President & CEO
Terry K. Wallberg
Vice President & CFO
SOURCE ULURU Inc.