HMSC Basically a shell going for a reverse merger. Let the hype end on this and you could get in at a much lower price before the Middle of August - when the deal should be finalized!
HumaScan, Inc. Enters Into Agreement to Acquire The New Algae Company, Inc. and The New Earth Company, Inc.
NEW YORK, July 19 /PRNewswire/ -- HumaScan, Inc. (OTC Bulletin Board: HMSC - news) today announced that it has entered into an agreement to acquire The New Algae Company, Inc. and The New Earth Company, Inc. which do business under the name ''Cell Tech.'' Under the agreement, HumaScan, in exchange for the stock of the Cell Tech companies, will issue to their stockholders, Marta C. Kollman and Daryl J. Kollman, shares of HumaScan's Common Stock and Series B Preferred Stock which will represent more than 92% of the outstanding equity and voting power of HumaScan. The existing HumaScan stockholders will own approximately 7.5% of the equity and voting power of HumaScan upon completion of the transaction. The Cell Tech companies will be operated as wholly owned subsidiaries of HumaScan.
Cell Tech is the leading vertically integrated manufacturer and retailer of a broad line of high quality, value-priced nutritional supplements in the United States. It markets more than 48 products under the brand Super Blue Green®. In 1998, Cell Tech had sales of $70 million, net income of $3.2 million, assets of $42 million and stockholders' equity of $32.6 million.
After the closing, which is expected to occur by mid-August, HumaScan will change its name to Cell Tech International, Inc. and will be operated by the current management of Cell Tech. Its board of directors will consist of six members: Marta C. Kollman, Cell Tech's President and Chief Executive Officer; Justin Straus, its Vice President of Marketing; Donald P. Hateley, an attorney and CPA with the Los Angeles-based law firm of Hateley & Hampton; Donald Anderson, Senior Scientist at Woods Hole Oceanographic Institution; Gerald Olsen, of the advertising agency Colle & McVoy; and Chris Blaxland, HumaScan's current President and Chief Executive Officer. It is expected that, after the closing, Cell Tech International will apply to have its stock listed for trading on the Nasdaq National Market. It is also expected that the capital structure of the company will be changed through a reverse stock split and the conversion of the Series B Preferred Stock into shares of Common Stock.
For 17 years, since its founding in 1982 by Daryl and Marta Kollman, Cell Tech has been harvesting and distributing Aphanizomenon flos-aquae algae as a nutritional supplement under the trade name Super Blue Green® Algae. Cell Tech currently has over 90,000 distributors who sell its products throughout all 50 states, Puerto Rico, Guam and Canada. Cell Tech has also invested in research and development projects with several major universities including Massachusetts General Hospital, which is affiliated with Harvard University, Neuroscience Laboratory in New Mexico, Royal Victoria Hospital, and University of Illinois. Cell Tech plans to expand its market outside of North America, build its Internet sales, acquire other complimentary nutritional supplements companies and continue its research efforts on the effects of Super Blue Green® Algae on the body.
The results of a recent study with Massachusetts General Hospital were announced in late March at the national meeting of the American Chemical Society, the world's largest scientific society. The study confirmed that Super Blue Green® Algae, when taken as a nutritional supplement, significantly reduces the amount of blood cholesterol in animals.
Marta Kollman, Chief Executive Officer of Cell Tech, said, ''hundreds of thousands of people take Super Blue Green® Algae everyday because of the many positive effects it has. We want to significantly increase the number of consumers of our products.''
As previously announced, HumaScan has discontinued its former breast disease detection business and is presently inactive.
The contemplated transactions are subject to the satisfaction of certain conditions customary in transactions of such nature. Wharton Capital Partners, a New York-based financial advisory firm, and Hateley & Hampton are facilitating the transaction. |
