Proposed small business mixture to create a Nasdaq-stated healthcare machine business targeted on advancing the commercial execution and market place advancement of Keystone’s extensive portfolio of implants, arches and other tooth substitution methods
Keystone 2022 revenues exceeded $60 million
The blended company will trade on the NASDAQ with the ticker “KSD”
Investor meeting phone and webcast scheduled for 8:30 a.m. ET on Thursday, August 17th
IRVINE, Calif. and BURLINGTON, Mass., Aug. 16, 2023 (World NEWSWIRE) — Keystone Dental Holdings, Inc. (“Keystone Dental”) and Test-Cap Ltd. (“Examine-Cap” or the “Company”) (NASDAQ: CHEK) now declared that they have entered into a definitive Organization Mixture Agreement (the “Company Mixture Agreement”) below which the stockholders of Keystone Dental will turn out to be the majority holders of the mixed enterprise. If finished, the business enterprise mixture will create a community enterprise headquartered in Irvine, CA and centered on advancing professional execution and current market development of Keystone Dental’s in depth portfolio of implants, arches and other tooth substitution answers comprised of restoration products, prosthetic methods, biomaterial, and digital dentistry capabilities.
On closing of the transaction, the combined organization will trade on the NASDAQ underneath the image “KSD.” The executive group of Keystone Dental will provide as the executive team of the combined enterprise, led by Melker Nilsson, Keystone’s Chief Executive Officer.
“We are psyched to enter into a definitive small business mix settlement with Keystone Dental, a commercial-phase medical technological innovation business focused on supplying conclude-to-end solutions for dental practitioners and tooth replacement treatments,” claimed Steven Hanley, Chairman of the Board of Directors of Check-Cap. “Following a thorough and complete review of strategic alternatives that Examine-Cap’s board and its advisors undertook involving the assessment of above 40 official delivers, Check-Cap’s Board of Administrators concluded that the proposed transaction with Keystone Dental is in the most effective interest of our shareholders. We intend to maintain a distinctive conference of Verify-Cap shareholders in the fourth quarter of 2023 to vote on this organization blend.”
“The proposed enterprise mix with Examine-Cap is envisioned to be a transformative move forward in the execution of our mission to build Keystone Dental as a top, pure-perform worldwide provider of tooth alternative alternatives. In excess of the earlier several years, we have designed a complete portfolio of end-to-stop options for dental practitioners and tooth substitution methods with the purpose of offering individuals a improved and much more at ease working experience while furnishing our prospects with distinctive instruments to enrich their each day workflow. For the duration of that time, we have also proven a rising salesforce across the U.S. and distribution method, which has contributed to our strong profits expansion and improved sector share situation amid the high quality gamers,” stated Mr. Nilsson.
Dependent upon the amount of shares to be issued in the business enterprise mix, latest Check out-Cap security holders are envisioned to possess approximately 15% of the combined corporation representing an fairness valuation of $39.7 million and Keystone Dental protection holders are predicted to personal approximately 85% of the put together business symbolizing an fairness valuation of $225 million. The genuine allocation will be topic to adjustment centered on Test-Cap’s web funds harmony at the time of closing. The Business enterprise Mixture Settlement presents for a Check out-Cap web hard cash target of $22.3 million at closing of the transaction which implies a $17.4 million premium to the Check-Cap net cash goal.
The proposed transaction has been approved by the board of administrators of the two businesses. The enterprise combination is topic to the approval of Verify-Cap shareholders at a specific meeting of shareholders, which is predicted to take place in the fourth quarter of 2023, together with the fulfillment or waiver of other customary ailments.
Ladenburg Thalmann & Co. Inc. is acting as monetary advisor to Examine-Cap for the transaction. BofA Securities is performing as money markets advisor to Keystone Dental.
Conference Contact Facts
Keystone Dental and Look at-Cap will host a meeting connect with and webcast tomorrow, August 17, at 8:30 AM Eastern Time. The phone can be accessed by dialing (877) 269-7751 (U.S. and Canada) or (201) 389-0908 (worldwide) and coming into passcode 13740624. A hyperlink to the dwell webcast, like the presentation of corporate slides, by clicking below. To obtain a subsequent archived recording, stop by the “Events & Presentations” area of the Test-Cap site at https://ir.look at-cap.com/gatherings-and-presentations, or the “Events” part of the Keystone Dental website at https://keystonedental.com/internet pages/situations.
About Keystone Dental Holdings, Inc.
Keystone Dental is a world industrial-phase clinical technology company targeted on offering finish-to-stop tooth replacement options for dental practitioners. Headquartered in Irvine, California, and with research and advancement and production web pages in Caesarea, Israel and Melbourne, Australia, Keystone Dental marketplaces its goods around the world. The firm’s product or service portfolio consists of proprietary offerings this kind of as its remarkably innovative implant methods Genesis Energetic, Molaris™ and Prima Plus™ that delivers distinctive options to the dental practitioners. In addition, the firm also features an desirable dental implant price brand name in Paltop, and a perfectly-regarded portfolio of biomaterials mostly offered underneath the DYNA manufacturer. Keystone acquired Implant Answers Pty Ltd (“Osteon”) in 2021, incorporating a in depth portfolio of prosthetic solutions on implants and electronic workflow abilities, not minimum the groundbreaking Nexus iOS electronic workflow answer for restoring the thoroughly edentulous client. For extra facts, refer to www.keystonedental.com.
About Check out-Cap
Look at-Cap (NASDAQ: CHEK) is a clinical stage health-related diagnostics firm aiming to redefine colorectal cancer (CRC) screening as a result of the introduction of C-Scan®, the initial and only individual-welcoming preparation-no cost screening take a look at to detect polyps in advance of they may well renovate into colorectal most cancers and allow early intervention and cancer avoidance. C-Scan is an investigational unit and is not offered for sale in the United States.
Vital More Data and Where to Locate It
In connection with the enterprise mix, a freshly formed wholly owned subsidiary of Keystone Dental (“Keystone Parent”) intends to file with the SEC a registration assertion on Sort S-4 and that will constitute a prospectus with regard to shares of prevalent stock of Keystone Parent to be issued in the business mix and Verify-Cap intends to provide a proxy assertion to its shareholders in connection with the distinctive assembly of its shareholders. Check-Cap and Keystone Mother or father may possibly also file other paperwork with the SEC pertaining to the business enterprise mixture. This press launch is not a substitute for the prospectus or any other document which Keystone Guardian or Verify-Cap might file with the SEC. Traders, KEYSTONE Safety HOLDERS AND Check out-CAP Security HOLDERS ARE URGED TO Examine THE PROSPECTUS AND ANY OTHER Relevant Documents THAT ARE OR WILL BE Filed BY KEYSTONE Dad or mum OR Verify-CAP WITH THE SEC, AS Well AS ANY AMENDMENTS OR Dietary supplements TO THESE Documents, Meticulously AND IN THEIR ENTIRETY Due to the fact THEY Contain OR WILL Have Important Information ABOUT THE Company Blend AND Connected Matters. Buyers, Keystone protection holders and Test-Cap protection holders will also be equipped to get hold of free of charge copies of the prospectus (when out there) and other files containing important information and facts about Check-Cap, Keystone and the enterprise combination that are or will be filed with the SEC by Examine-Cap or Keystone as a result of the site preserved by the SEC at www.sec.gov.
Contributors in the Solicitation
Verify-Cap, Keystone Mother or father and their respective directors and govt officers may possibly be deemed less than SEC regulations to be members in the solicitation of proxies from the shareholders of Look at-Cap in relationship with the business enterprise combination. Information and facts about Check-Cap’s directors and govt officers is established forth in Check out-Cap’s Annual Report on Type 20-F for the 12 months finished December 31, 2022 which was submitted with the SEC on March 31, 2023. Facts about Keystone Dental’s directors and govt officers will be established forth in the prospectus (when available). Other info with regards to the pursuits of these kinds of folks, as effectively as facts regarding other persons who could be considered participants in the enterprise mixture, will be established forth in the prospectus, the proxy assertion and other pertinent products to be submitted or submitted with the SEC when they grow to be available. Traders, Keystone security holders and Check out-Cap protection holders and other visitors should read through the prospectus and the proxy statement cautiously when they turn out to be obtainable just before creating any voting or financial investment choices.
No Supply or Solicitation
This communication is not supposed to and shall not constitute an supply to invest in or sell or the solicitation of an provide to invest in or promote any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which these types of provide, solicitation or sale would be unlawful prior to registration or qualification beneath the securities laws of any these kinds of jurisdiction. No offering of securities shall be made, apart from by implies of a prospectus assembly the prerequisites of Segment 10 of the U.S. Securities Act of 1933, as amended.
Legal Recognize Pertaining to Ahead-Searching Statements
Specified statements in this push release may possibly constitute “forward-looking statements”. Forward-searching statements include things like, but are not restricted to, statements regarding anticipations, hopes, beliefs, intentions or techniques of Verify-Cap and/or Keystone Dental pertaining to the long term such as, with out limitation, statements relating to Keystone’s know-how and the advantages of tooth substitution solutions, expectations concerning the ownership construction of the blended corporation, and the structure, timing and completion of the proposed business combination. In addition, any statements that refer to projections, forecasts, or other characterizations of potential occasions or conditions, together with any underlying assumptions, are forward-looking statements. The phrases “anticipate,” “believe,” go on,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and very similar expressions may well discover ahead-looking statements, but the absence of these words and phrases does not mean that assertion is not forward wanting. Forward-hunting statements are centered on recent anticipations and assumptions that, though regarded reasonable are inherently uncertain. New threats and uncertainties may well arise from time to time, and it is not attainable to predict all dangers and uncertainties. Elements that may perhaps cause actual effects to differ materially from existing anticipations involve, but are not restricted to, many aspects past management’s handle including typical economic circumstances the final result of any legal proceedings that may be instituted against Keystone Dental or Test-Cap adhering to the announcement of the business enterprise mixture the inability to entire the small business mixture, which include due to the lack of ability to concurrently near the organization mix or owing to failure to obtain acceptance of the shareholders of Look at-Cap delays in getting, adverse situations contained in, or the incapacity to receive vital regulatory approvals, or delays in finishing regulatory testimonials, demanded to entire the small business combination the threat that the enterprise mixture disrupts current programs and operations as a outcome of the announcement and consummation of the business mixture the lack of ability to identify the expected rewards of the enterprise blend, which might be afflicted by, amid other factors, opposition, the potential of the mixed company to increase and manage advancement, retain relationships with prospects and suppliers and keep critical workers charges linked to the organization blend the likelihood that the combined corporation might be adversely influenced by other economic, small business, and/or competitive variables other pitfalls and uncertainties indicated from time to time in the registration assertion on Variety S-4 which is expected to be filed by Keystone Mum or dad with the SEC and other hazards, uncertainties and elements established forth below “Risk Factors” therein as perfectly as in the area entitled “Risk Components,” in Check-Cap’s Report on Type 6-K furnished to the SEC on August 4, 2023, and its other filings with the SEC, as effectively as aspects connected with organizations, these types of as Keystone and Verify-Cap, that function in the daily life science field. Nothing in this press launch really should be regarded as a illustration by any particular person that the ahead-seeking statements established forth herein will be accomplished or that any of the contemplated outcomes of these types of ahead-wanting statements will be attained. You need to not location undue reliance on forward-searching statements in this push launch, which converse only as of the date they are manufactured and are qualified in their entirety by reference to the cautionary statements herein. Neither Look at-Cap nor Keystone undertakes or accepts any obligation to release publicly any updates or revisions to any forward-hunting statements to mirror any alter in their expectations or in the occasions, situations or situation on which any these assertion is based. This press release does not purport to summarize all of the problems, hazards and other attributes of an investment decision in Keystone, Check out-Cap or the put together corporation.
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