Superconductor Technologies Inc. (STI) (Nasdaq: SCON), a leader in
superconducting innovation, reported it entered into a definitive
merger agreement with Allied Integral United, Inc. (“Clearday”), a
privately-held company dedicated to delivering next generation
longevity care and wellness services, whereby a wholly-owned
subsidiary of STI will merge with and into Clearday in a
stock-for-stock transaction with Clearday.
Upon completion of the merger, STI will change its name to
Clearday, Inc. The merged company will focus on the development of
Clearday’s non-residential daily care service model as well as the
continued operation of Clearday’s existing Memory Care America
residential memory care facilities. As part of plans to develop and
expand its assortment of innovative, non-residential daily care
services, Clearday intends to leverage STI’s existing Cryogenic
Cooler as an enabling technology for one of its service offerings
in the home healthcare market. No financing is required under the
Merger Agreement.
“Clearday is dedicated to delivering the next generation of
longevity care and wellness services for patients with dementia or
other cognitive or physical challenges,” stated James Walesa, Chief
Executive Officer and Chairman of Allied Integral United, Inc.
known as Clearday. “We have built a network of highly-rated
residential memory care facilities in four U.S. states. Now we are
developing a disruptive new non-residential daily care service
model intended to deliver 75% of the care available in residential
environments at 25% of the price. To cost-effectively expand our
home healthcare initiatives, we need technology to play a key role.
STI’s Cryogenic Cooler has over six million hours in operation
demonstrating superior reliability and efficiency that we believe
will be useful in our growth plan.”
“Following an assessment of strategic alternatives, our Board of
Directors has concluded that a merger with Clearday offers an
excellent opportunity to create meaningful value for our
stockholders,” said Jeff Quiram, STI’s President and Chief
Executive Officer. “As we wind down our Conductus® superconducting
wire platform, we believe the Clearday transaction has the
potential to monetize our cryogenic cooler technology, which was
developed as an important part of our overall technology
solution.”
About the Proposed Merger TransactionOn a pro
forma basis and based on the number of shares of STI common stock
to be issued in the merger, the pre-merger STI stockholders will
own approximately 3.7% of the post-merger combined company and the
pre-merger Clearday stockholders will own approximately 96.3% of
the post-merger combined company, each on a fully-diluted basis,
subject to adjustment as provided in the Merger Agreement which
could increase (but not decrease) the percentage owned by STI
stockholders. The transaction has been approved by the board of
directors of both companies. The merger is expected to close in the
second quarter of 2020, subject to the approval of the stockholders
of each company, as well as other closing conditions, including,
the Joint Proxy and Registration Statement for solicitation of the
stockholder approval and issuance of the shares in the merger being
declared effective by the U.S. Securities and Exchange Commission,
Nasdaq’s approval of continued listing of STI common stock under
Nasdaq rules, and STI adjusted net working capital being no less
than negative $250,000 as of immediately prior to the merger. The
Merger Agreement may be terminated by the parties under certain
circumstances including, among others, a termination right by STI
if certain financial statement deliveries are not timely made by
Clearday.
A.G.P./Alliance Global Partners is acting as exclusive financial
advisor to Clearday on the proposed transaction.
Management and OrganizationFollowing the
merger, James Walesa, Chief Executive Officer and Chairman of
Allied Integral United, Inc. known as Clearday will be appointed to
serve as the post-merger combined company’s chairman, president and
chief executive officer. The board of directors for the post-merger
combined company will be comprised of five directors, with Clearday
nominating four of the five directors, three of who will be
independent. Clearday’s executive and management team to be
appointed as the executive and management team of the combined
company. Members of the STI executive team are expected to support
the Clearday transition. Jeff Quiram, STI’s Chief Executive
Officer, is expected to be a director on the board, but is not
entering any employment or consulting agreements.
About Clearday, Inc.Clearday is an innovative
longevity care and wellness company, with a modern, hopeful vision
for making high quality care options more accessible, affordable,
and empowering for older Americans and those who love them. Through
its subsidiary Memory Care America (MCA), it operates a network of
highly rated residential memory care communities in four U.S.
states. With its Clearday Clubs concept, Clearday will bring the
same standard of excellence found in its MCA residential facilities
to a daytime-only community model that is dramatically less
expensive than residential care options. Clearday Clubs are
expected to open in the second quarter of 2020. Learn more
about Clearday and Clearday Clubs at myclearday.com
About Superconductor Technologies Inc.
(STI)Superconductor Technologies Inc. is a global leader
in superconducting innovation. Since 1987, STI has led innovation
in HTS materials, developing more than 100 patents as well as
proprietary trade secrets and manufacturing expertise. For more
than 20 years STI utilized its unique HTS manufacturing process for
solutions to maximize capacity utilization and coverage for Tier 1
telecommunications operators. Headquartered in Austin, TX,
Superconductor Technologies Inc.'s common stock is listed on the
NASDAQ Capital Market under the ticker symbol “SCON.” For more
information about STI, please visit http://www.suptech.com.
Important Additional Information Will be Filed with the
SECIn connection with the proposed transaction between STI
and Clearday, the parties intend to file relevant materials with
the SEC, including a STI registration statement on Form S-4 that
will contain a combined proxy statement/prospectus/information
statement. INVESTORS AND STOCKHOLDERS OF STI AND CLEARDAY ARE URGED
TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CLEARDAY, THE PROPOSED MERGER AND RELATED MATTERS. Investors
and shareholders will be able to obtain free copies of the proxy
statement/prospectus/information statement and other documents
filed by STI with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders will be able to obtain free copies of
the proxy statement/prospectus/information statement and other
documents filed by STI with the SEC by written request to:
Superconductor Technologies Inc. 9101 Wall Street, Suite 1300,
Austin, TX 78754, Attention: Corporate Secretary. Investors and
stockholders are urged to read the proxy
statement/prospectus/information statement and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction.
The information in the websites of STI and Clearday is not
incorporated into this press release and will not be incorporated
into such SEC filed documents.
No Offer or SolicitationThis communication
shall not constitute an offer to sell, the solicitation of an offer
to sell or an offer to buy or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the SolicitationSTI and its
directors and executive officers, and Clearday, and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of STI in connection
with the proposed merger. Information regarding the special
interests of these directors and executive officers in the proposed
merger will be included in the proxy
statement/prospectus/information statement referred to above.
Additional information about STI’s directors and executive officers
is included in STI’s definitive proxy statement, filed with the SEC
on April 26, 2019. These documents are available free of charge at
the SEC website (www.sec.gov) and from the Corporate Secretary of
STI at the address above.
Forward-Looking StatementsAny statements in
this press release that are not statements of historical fact
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements include, but are not limited to, statements
regarding the proposed merger and other contemplated transactions
(including statements relating to satisfaction of the conditions to
and consummation of the proposed merger, the expected ownership of
the combined company and opportunities relating to or resulting
from the merger), and statements regarding the nature, potential
approval and commercial success of Clearday and its product line,
the effects of having shares of capital stock traded on the Nasdaq
Capital Market, Clearday’s and the post-merger combined company’s
financial resources and cash expenditures. Forward-looking
statements are usually identified by the use of words such as
“believes,” “anticipates,” “expects,” “intends,” “plans,” “ideal,”
“may,” “potential,” “will,” “could” and similar expressions. Actual
results may differ materially from those indicated by
forward-looking statements as a result of various important factors
and risks. These factors, risks and uncertainties include, but are
not limited to: risks relating to the completion of the merger,
including the need for stockholder approval and the satisfaction of
closing conditions; risks related to STI’s ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed merger pending closing; the cash
balances of the combined company following the closing of the
merger; the ability of STI to remain listed on the Nasdaq Capital
Market; the risk that as a result of adjustments to the exchange
ratio, STI shareholders or Clearday stockholders could own more or
less of the combined company than is currently anticipated;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed
merger; the success and timing of regulatory submissions;
regulatory requirements or developments; changes in capital
resource requirements; and other factors discussed in the “Risk
Factors” section of STI’s most recent annual report, subsequent
quarterly reports and in other filings STI makes with the SEC from
time to time. Risks and uncertainties related to Clearday that may
cause actual results to differ materially from those expressed or
implied in any forward-looking statement include, but are not
limited to: Clearday’s plans to develop and commercialize its
future daily care centers and other non-residential daily care
services; Clearday’s commercialization, marketing and
implementation capabilities and strategy; developments and
projections relating to Clearday’s competitors and its industry;
the impact of government laws and regulations; and Clearday’s
estimates regarding future revenue, expenses and capital
requirements. In addition, the forward-looking statements included
in this press release represent STI and Clearday’s views as of the
date hereof. STI and Clearday anticipate that subsequent events and
developments will cause their respective views to change. However,
while STI and Clearday may elect to update these forward-looking
statements at some point in the future, STI and Clearday
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing STI’s or Clearday’s views as of any date subsequent to
the date hereof.
Investor Relations ContactMoriah Shilton or
Kirsten Chapman, LHA Investor Relations, +1-415-433-3777
invest@suptech.com
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