Friday October 1, 10:40 am Eastern Time
Company Press Release
Hemagen Announces Settlement of Proxy Contest
WALTHAM, Mass.--(BW HealthWire)--Oct. 1, 1999--Hemagen Diagnostics, Inc. (NASDAQ:HMGN - news; NASDAQ:HMGNW - news; BSE:HGN) announced that it has settled its proxy contest with the Redwood Group headed by Jerry L. Ruyan. As a part of the settlement, four of the current directors of the Company have resigned and been replaced by the four members of the Redwood Group, namely, Jerry L Ruyan, William P. Hales, Thomas A. Donelan and Christopher P. Hendy. Dr. Alan S. Cohen, and Dr. Ricardo de Oliveira remain on the Board.
The newly-reconstituted Board elected Jerry L. Ruyan as Chairman and C.E.O. and William P. Hales as President of the Company.
As part of the settlement, the Redwood Group will purchase shares of common stock from members of the Franzblau family raising their stake in the Company to 883,601 shares. These shares and their stock options represent 26.5% of the shares on a fully diluted basis. All existing court actions are being dismissed with prejudice and mutual releases have been exchanged.
In commenting on the matter Dr. Carl Franzblau said, ''After great thought and deliberation, it is in the best interest of Hemagen, its employees, and its shareholders, to make this transition. I will personally do whatever is required of me to continue to make Hemagen a success.''
Jerry L. Ruyan, the newly appointed Chairman and C.E.O. added, ''The investors owe a deep debt of gratitude to the departing family members for building the Company to its present size. Hemagen presents us the opportunity to roll up our sleeves and work toward finishing the job begun by the family and departing directors.''
William P. Hales, the newly-elected President, stated, 'It is our hope that the transition will be seamless to our employees, customers, and vendors. We eagerly look forward to the challenges ahead and the prospects for Hemagen. We will focus on our number one goal; building shareholder value.''
Hemagen Diagnostics, Inc. develops, manufactures and markets more than 135 FDA-cleared proprietary medical diagnostic test kits, and an FDA-cleared Clinical Chemistry Analyzer, for use in the diagnosis of autoimmune and infectious diseases and to measure important constituents in human and animal blood. The Company focuses on markets which offer significant growth opportunities.
Except for any historical information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties which are described in the company's Securities and Exchange Commission reports and filings.
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Contact:
Hemagen Diagnostics, Inc.
Jerry L. Ruyan
(781) 890-3766 |
