ROCHESTER, N.Y., May 9, 2016 /PRNewswire/ -- VirtualScopics, Inc. (NASDAQ: VSCP), a leading provider of clinical trial imaging solutions, announced today that its Board of Directors, in consultation with its legal and financial advisors, has determined that an unsolicited proposal from a group identifying itself as Gastineau Partners, LLC, to acquire an uncertain number of shares of the Company's outstanding common and preferred stock and purchase newly issued preferred stock at an undetermined price and unspecified rights, preferences and privileges, would not reasonably be expected to lead to a Superior Company Proposal under the terms of its merger agreement with BioTelemetry, Inc. (NASDAQ: BEAT).
The Company received the proposal from Gastineau Partners on May 5, 2016, the same day in which Gastineau Partners issued a press release announcing the offer. The Company then contacted Gastineau Partners' representatives solely to clarify the terms of the proposal. The group admitted it does not have committed financing for the purchase at this time. Additionally, under the terms of the proposal and through supplemental information provided by Gastineau Partners, the group would not be bound to acquire 75% or more of the voting power of the Company's outstanding capital stock as required for it to be a Superior Company Proposal under the BioTelemetry merger agreement. Furthermore, the price, rights, privileges and preferences of the newly issued preferred stock to be purchased would be decided only after tenders of common stock were completed. The group would not commit to signing a definitive agreement in less than 45 days.
After review of this and other information, the Board of Directors unanimously determined in good faith, after consultation with its financial advisor and outside legal counsel, that the Gastineau Partners' proposal would not be reasonably expected to lead to a Superior Company Proposal under the terms of the BioTelemetry merger agreement, and that it will not pursue negotiations with Gastineau Partners. VirtualScopics' Board of Directors continues to recommend the merger agreement with BioTelemetry to its stockholders. VirtualScopics' Board of Directors is neither modifying nor withdrawing its recommendation with respect to the BioTelemetry merger agreement and the merger, nor are they proposing to do so.
VirtualScopics, Inc. (NASDAQ: VSCP) is a leading provider of clinical trial imaging solutions to accelerate drug and medical device development. For risk-averse, time-constrained Clinical Trial Study Teams, Medical Directors and Imaging Scientists who require quality imaging data delivered on-time, within budget and on a consistent basis, VirtualScopics' clinical trial imaging solutions are an inspired true exception to commonly accepted services provided by other clinical trial imaging providers. Because of the scientific and operational flexibility and responsiveness available, VirtualScopics' clinical trial imaging solutions deliver special performance advantages compared to other image service providers that offer common, every day clinical trial imaging services. For more information about VirtualScopics, Inc., please visit www.virtualscopics.com.
Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements about VirtualScopics' beliefs and expectations, statements about BioTelemetry's proposed acquisition of VirtualScopics, including the timing and success of the tender offer. These statements may be identified by words such as "expect," "anticipate," "estimate," "intend," "plan," "believe," "promises", "projects," and other words and terms of similar meaning. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations. Factors that may materially affect such forward-looking statements include: BioTelemetry's ability to successfully complete the tender offer for VirtualScopics' shares or realize the anticipated benefits of the transaction; and the failure of any of the conditions to BioTelemetry's tender offer to be satisfied. For further details and a discussion of these and other risks and uncertainties, please see VirtualScopics' public filings with the Securities and Exchange Commission, including the company's latest periodic reports on Form 10-K and 10-Q. VirtualScopics does not undertake, and specifically disclaims, any obligation to publicly update or amend any forward-looking statement, whether as a result of new information, future events, or otherwise.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. This communication is for informational purposes only. The tender offer transaction among VirtualScopics, BioTelemetry and BioTelemetry Research Acquisition Corporation (BRAC) is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by BioTelemetry and BRAC with the U.S. Securities and Exchange Commission (SEC) on April 8, 2016, as amended from time to time. In addition, on April 8, 2016, VirtualScopics filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Prior to making any decision regarding the tender offer, VirtualScopics shareholders are strongly advised to read the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9. VirtualScopics shareholders are able to obtain the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 at no charge on the SEC's website at www.sec.gov. In addition, Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 may be obtained free of charge from D.F. King & Co., Inc., the Information Agent for the tender offer, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor New York, New York 10005, Email: email@example.com, (800) 714-2193.
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