NEWS
Wednesday October 22 8:29 AM EDT
Company Press Release
Medical Industries of America Inc. Signs Letter Of Intent To Acquire Physicians Laser Services, Inc.
BOYNTON BEACH, Fla.--(BW HealthWire)--Oct. 22, 1997--Medical Industries of America Inc. (NASDAQ:MIOA) announced today that it has entered into a Letter of Intent to acquire Boca Raton, Fla.-based Physicians Laser Services, Inc. (OTCBB:PHLZ), a publicly traded, cosmetic mobile laser service company.
The successful closing of this acquisition is subject to further due diligence and approval by the Board of Directors for each respective company. Upon closing, Physicians Laser will become a wholly owned subsidiary of Medical Industries of America.
The terms and conditions of the acquisition provide for the issuance of 300,000 restricted Rule 144 shares of MIOA common stock in return for the total assets of Physicians Laser. Medical Industries will assume only the long term liabilities associated with the existing leases and debt for Physicians Laser's operating assets, such as their lasers and trucks. Prior to the closing of the acquisition, it is further understood that Physicians Laser will conduct a Rights Offering of its shareholders to raise a total of $200,000. In order to incent those shareholders to participate, Medical Industries has agreed to offer them the opportunity to purchase MIOA common shares at a price equal to 85% of the average bid for five days prior to their exercise of this Right. All MIOA common shares to be issued under this Rights Offering shall be restricted for a period of one year under Rule 144. There is also a provision for shareholders of Physicians Laser who participate in the Rights Offering to ''earn up'' additional shares. The issuance of these shares will be triggered by Physicians Laser delivering $1.25 million in annual net income for the first full fiscal year in operation as a subsidiary of Medical Industries. If more or less is earned, the adjustment after one year will be prorated accordingly.
Established in 1995, Physicians Laser Services, Inc. is in the business of renting state-of-the-art, mobile cosmetic medical lasers which are used to provide elective, patient paid procedures to physicians, hospitals and clinics within a sixteen state area, including the midwest and east coast of the United States. These units remove wrinkles, red and brown lesions (i.e. spider veins and aging spots), tattoos, varicose veins and other undesirable skin lesions. Currently, Physicians Laser is projecting revenues of approximately $5 million and income of $1 million over the next twelve months.
Medical Industries of America Inc. operates several multi-specialty medical group practices, and is rapidly expanding in the areas of physician practice management and in the delivery of diversified medical technologies, products and services. The company also provides diagnostic and therapeutic healthcare services to the surgical and medical community through its mobile cardiac catheterization services to hospitals and physician practices primarily in the State of Florida. |
