WILMINGTON, Mass., Oct. 10, 2016 /PRNewswire/ -- Implant
Sciences (IMSC) announced today that it has entered into an asset
purchase agreement to sell the explosives trace detection (ETD)
assets to L-3 Communications (NYSE: LLL) for $117.5 million in cash, plus the assumption of
specified liabilities. Following the proposed acquisition, the
assets will be integrated into L-3's Security & Detection
Systems division within its Electronic Systems segment.
Pursuant to the terms of the agreement, L-3 will acquire the
worldwide rights to the QS-B220 desktop and the QS-H150 handheld
ETD systems as well as all other product and technology assets of
Implant Sciences. Over 5,000 of IMSC's non-radioactive ion mobility
spectrometry systems have been deployed in more than 70 nations for
aviation security, infrastructure protection, mass transit
security, military operations, VIP protection, and corporate
security. The company's ETD systems have received approvals and
certifications from several international regulatory agencies
including the US Transportation Security Administration (TSA), the
European Civil Aviation Commission (ECAC) and the Ministry of
Public Safety in China. In September 2016, the TSA placed a delivery order
for an additional 1,353 of the QS-B220 systems and related
supplies.
"Implant Sciences' innovative technology has resulted in the
development and deployment of leading-edge Explosives Trace
Detectors. Our pioneering efforts in the use of non-radioactive
ionization methods provide a flexible and expandable technology
platform and have enabled our products to rapidly penetrate the
aviation security market and truly become a market leader," stated
Dr. William McGann, Implant
Sciences' CEO. "We are excited about the opportunity to participate
in L-3's growth vision with our technology, products, and
solutions."
The asset purchase agreement constitutes L-3 as the lead bidder
in a sale process being conducted under Section 363 of the U.S.
Bankruptcy Code. As the bidder, L-3 will be entitled to a break-up
fee and expense reimbursement in certain circumstances, including
if it does not prevail as the successful bidder at any subsequent
auction. L-3's role as the lead bidder, and the sale itself, are
subject to approval by the Bankruptcy Court.
In connection with the sale, IMSC and its subsidiaries today
filed voluntary petitions under Chapter 11 of the US Bankruptcy
Code in the Bankruptcy Court for the District of Delaware.
IMSC intends to seek and obtain customary relief from the
bankruptcy court to permit it to continue to operate its business
in the ordinary course without interruption during the sale period.
In addition, IMSC has obtained commitments for debtor-in-possession
financing of approximately $5.7
million, which is subject to approval of the court.
The company intends to use the cash from the sale of the ETD
asset to pay its creditors and continue on with the strategic plan
as previously communicated to its shareholders.
IMSC is being advised by Chardan Capital markets
LLC1 and Noble Financial Capital Markets
as its financial advisors and Willkie
Farr & Gallagher LLP as legal counsel.
About Implant Sciences
Implant Sciences is a leader in developing and manufacturing
advanced detection capabilities to counter and eliminate the
ever-evolving threats from explosives and drugs. The company's team
of dedicated trace detection experts has developed proprietary
technologies used in its commercial products, thousands of which
have been sold across more than 70 countries worldwide. The
company's ETDs have received approvals and certifications from
several international regulatory agencies including the TSA in the
U.S., ECAC in Europe, CAAC and the
Ministry of Public Safety in China, Russia FSB, STAC in France, and the German Ministry of the
Interior. It has also received the 2015 GSN Airport/Seaport/Border
Security Award for "Best Security Checkpoint". For further details
on the Company and its products, please visit the Company's website
at www.implantsciences.com.
Cautionary Note Regarding Forward-Looking Statements
This press release and any statements of employees,
representatives and partners of Implant Sciences Corporation (the
"Company") related thereto contain or may contain certain
"forward-looking statements," as that term is defined in the
Private Securities Litigation Reform Act of 1995. Such
statements may include, without limitation, statements with respect
to the Company's plans, objectives, projections, expectations and
intentions and other statements identified by words such as
"projects," "may," "will," "could," "would," "should," "believes,"
"expects," "anticipates," "estimates," "intends," "plans,"
"potential" or similar expressions. Such statements are based
on management's current expectations and are subject to significant
risks and uncertainties (many of which are beyond the Company's
control) that could cause the Company's actual results to differ
materially from the forward-looking statements. Such risks
and uncertainties include, but are not limited to (i) the risk that
the Company's research and development plans may not lead to new
products, or if such products are developed, that they will achieve
market acceptance, (ii) the risk that DHS funding may not occur as
planned, (ii) the risk that there is no guaranty that the
Transportation Security Administration (TSA) or any other U.S. or
foreign government and law enforcement agencies or commercial
consumers will purchase any of the Company's explosives detection
products or that any new products the Company may develop will be
accepted by the TSA or by such other governments, agencies or
consumers, (iii) economic, political and other risks associated
with international sales and operations could adversely affect the
Company's sales, (iv) the Company's business is subject to intense
competition and rapid technological change, and the Company's
ability to generate revenue and profit will depend on its ability
to develop and introduce new products and (v) other risks and
uncertainties described in the Company's filings with the
Securities and Exchange Commission, including its most recent Forms
10-K, 10-Q and 8-K. In light of these risks and
uncertainties, readers are cautioned that actual results may differ
significantly from those described or anticipated in the
forward-looking statements. The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future presentations or
otherwise, except as required by applicable law.
Contact:
Implant Sciences Corporation Investor
Relations
Company Contact:
Glenn King
732-747-0702
1 Likely required by their engagement
letters.
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SOURCE Implant Sciences Corporation