Golf Trust and Pernix Announce Merger
October 07 2009 - 8:00AM
Business Wire
Golf Trust of America, Inc. (“GTA”) (NYSE Amex: GTA) today
announced an Agreement and Plan of Merger with Pernix Therapeutics,
Inc., to create a publicly-traded specialty pharmaceutical company
that the parties believe will be well-positioned for continued
profitable growth as Pernix expands its geographic operations and
product portfolio of commercially-established pediatric and other
branded products. The transaction has been unanimously approved by
the board of directors of both GTA and Pernix.
Under the terms of the agreement, Pernix’s stockholders will
receive 41.8 million shares of GTA common stock, representing
approximately 84% of the combined company on a fully diluted basis.
GTA shareholders will own approximately 16% of the new company.
Ladenburg Thalmann & Co. Inc. provided a fairness opinion to
the GTA board of directors in conjunction with the transaction and
proposed exchange ratio.
The transaction is subject to GTA stockholder approval,
regulatory approvals and other customary closing conditions. Upon
closing, it is anticipated that the combined company will adopt the
name Pernix Therapeutics Holdings, Inc. The company will pursue
approval from NYSE Amex for continued listing status, which is a
condition to closing.
Pernix was founded in 1999 and currently employs approximately
40 professionals. It is headquartered in the Houston, TX
metropolitan area, where the combined company will be based upon
closing of the merger transaction. Pernix has historically focused
on pediatrics and primary care, particularly upper respiratory
products for the relief of cough and cold symptoms. Marketed
product families include Aldex, Brovex, Hylatopic, Pediatex,
ReZyst, QuinZyme, and Z-Cof. Pernix’s annual financial statements
have been audited since 2004 by BDO Seidman, LLP. Pernix’s trailing
twelve month revenue through June 2009 (unaudited) was $34.87
million and net income from operations for the same period was
$13.25 million.
The combined company will be led by Cooper Collins, current
President of Pernix, who will become President and Chief Executive
Officer. The initial board of directors will consist of three
Pernix designees and two GTA designees. In addition to Mr. Collins,
Pernix has designated James E. Smith Jr. and Anthem Blanchard. Mr.
Smith currently serves as Chairman of the Board of Pernix. The two
GTA designees are Jan Loeb and Michael Pearce. Mr. Loeb is a
current GTA board member, Audit Committee Chairman, and audit
committee financial expert, pursuant to the SEC definition. Mr.
Pearce currently serves as Chairman of the Board and Chief
Executive Officer of GTA and will remain as Chairman of the Board
of the combined company following completion of the merger.
Michael Pearce, CEO of GTA, stated, “This union begins with a
strong combined cash position, debt-free balance sheet and
established products in the marketplace. GTA is attracted to the
execution-oriented Pernix business model, historical rate of growth
and sound character of Pernix management.”
Cooper Collins, President of Pernix, commented, “Pernix is
pleased to begin this new chapter of its corporate evolution. We
anticipate capitalizing on a powerful mix of geographic and product
expansion opportunities, while maintaining a rigorous adherence to
expense discipline and commitment to serving our customers.”
Jones, Walker, Waechter, Poitevent, Carrére & Denégre L.L.P.
is serving as legal counsel to Pernix.
VelocityHealth Securities Inc. and Agron Law Firm are serving as
financial advisor and legal counsel, respectively, to GTA.
About Pernix
Pernix Therapeutics, Inc., a specialty pharmaceutical company
based in the Houston, TX metropolitan area, was originally founded
in 1999. The company has historically marketed branded products
focused on pediatrics and primary care, with particular emphasis on
upper respiratory products for the relief of cough and cold
symptoms. Additional information is available on the Pernix website
at www.pernixtx.com.
About GTA
Golf Trust of America, Inc. was formerly a real estate
investment trust. From May 22, 2001 to November 8, 2007, the
Company was engaged in the liquidation of its interests in golf
courses in the United States pursuant to a plan of liquidation
approved by its stockholders. On November 8, 2007, the Company`s
shareholders voted to exit its plan of liquidation and move forward
as a going concern. Additional information, including an archive of
all corporate press releases, is available on the Company`s website
at www.golftrust.com.
Cautionary Notice Regarding
Forward-Looking Statements
The Company wishes to caution readers not to place undue
reliance on any forward-looking statements, which speak only as of
the date made. The closing of the merger transaction is subject to
several conditions, and no assurances can be given that the
transaction will close or regarding the future performance of the
combined company. The Company also wishes to advise readers that
other factors could affect the Company's financial performance and
could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with
respect to future periods in any current statements.
The Company does not undertake, and specifically declines any
obligation, to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
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