Nyer Medical Group, Inc., Announces Voluntary Delisting From NASDAQ and Closings of Sales of Assets
February 09 2010 - 9:00AM
PR Newswire (US)
HOLLISTON, Mass., Feb. 9 /PRNewswire-FirstCall/ -- Nyer Medical
Group, Inc., ("Nyer") has notified the NASDAQ Stock Market
("NASDAQ") of its intent to voluntarily delist its securities
following its closings of the sales of substantially all of its
assets. In connection with the delisting, Nyer had requested that
NASDAQ suspend trading effective at the close of business on
February 1, 2010. Nyer anticipates filing a Form 25 with the
Securities and Exchange Commission on or about February 9, 2010,
and further anticipates that the delisting will be effective 10
days after the date of filing of the Form 25, on or about February
19, 2010. Upon delisting from the Exchange, Nyer's securities will
be added to the over-the-counter market. On January 29, 2010, Nyer
closed the transactions contemplated by the Asset Purchase
Agreement, dated as of October 22, 2009, among Walgreen Eastern
Co., Inc. ("Walgreens"), D.A.W., Inc., a wholly-owned subsidiary of
Nyer ("DAW"), and Nyer, whereby DAW sold to Walgreens a substantial
portion of its operating assets, including prescription files and
inventory of a total of 12 neighborhood pharmacies, which included
the assignment of nine leases, for a cash purchase price of $12.0
million plus $6.6 million of qualifying inventory, $1.1 million of
operating equipment and $71,980 for prepaid rent amounts (the "WAG
Transaction"). On February 3, 2010, Nyer closed the transactions
contemplated by the Transaction Agreement, dated October 23, 2009,
among Nyer, DAW, and certain members of management of DAW (the
"Management Team"), with an effective date of February 1, 2010 (the
"DAW Transaction"), whereby the Management Team purchased the stock
of DAW in exchange for $300,000 in cash and the assumption of $1.2
million of liabilities. As a result of the closings of the WAG
Transaction and the DAW Transaction, Nyer has no remaining assets
other than the cash received from the transactions. It is currently
in the process of an orderly liquidation and dissolution of Nyer in
accordance with the Plan of Dissolution of Nyer, which is expected
to be completed in approximately 90 days. The WAG Transaction, the
DAW Transaction and the Plan of Dissolution are described more
fully in the Company's Proxy Statement dated December 17, 2009.
Safe Harbor for Forward-Looking Statements This press release
contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal
securities laws. These forward looking statements are based on the
Company's present expectations, but these statements and the
implications of these statements are not guaranteed to occur and
may not occur for various reasons. For example, this press release
states that the Plan of Dissolution is expected to be completed in
approximately 90 days. In fact, the closing of the Plan of
Dissolution is subject to various conditions and contingencies as
are customary in plans of dissolution in the United States. If
these conditions are not satisfied or the specified contingencies
occur, the Plan of Dissolution may be delayed or may not be
completed. For these reasons, among others, you should not place
undue reliance upon forward looking statements. Except as required
by law, the Company does not assume any obligations to update any
forward looking statements as a result of new information, changed
circumstances, future events or otherwise. DATASOURCE: Nyer Medical
Group, Inc. CONTACT: Mark Dumouchel, Nyer Medical Group, Inc.,
+1-508-429-8506, extension 16 Web Site:
http://nyermedicalgroup.com/
Copyright