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Biotech / Medical : Dialysis Corporation of America DCAI -- Ignore unavailable to you. Want to Upgrade?


To: Rob C. who wrote (1)6/7/1999 10:26:00 AM
From: Rob C.  Respond to of 3
 
LEMOYNE, Pa.--(BUSINESS WIRE)--June 7, 1999--Dialysis Corporation
of America (DCA) (Nasdaq:DCAI.O) announced it has entered into a letter
of intent with its parent, Medicore, Inc. and MainStreet IPO, LLC.
The letter of intent provides for two simultaneous transactions.
One, the merger of MainStreet into DCA, the surviving company, with
its name change to MainStreet, and with the MainStreet shareholders to
own approximately 80% of the company. As part of the consideration for
the proposed merger, DCA is to issue additional shares to the founders
of MainStreet for continued operation of MainStreet's affiliate, The
CEO Letter, LLC (The CEO Letter.com).
The second simultaneous transaction is DCA's sale of assets to
Medicore in consideration for all but approximately 10% of Medicore's
ownership of DCA and Medicore's assumption of all DCA's debt and
liabilities up through the closing date of the proposed merger.
The proposed merger and acquisition are subject to a variety of
contingencies, including, among others, due diligence by all parties,
the negotiation and completion of a merger and acquisition agreement,
and most importantly, shareholder approval exclusive of any vote of
Medicore's 68% equity ownership of DCA.
MainStreet is a recently established company which is developing
a central website to provide any company with the necessary tools to
perform registered primary or secondary self-underwritten offerings of
their securities. MainStreet's website will enable the companies using
the facilities, through the mechanics of a "Dutch Auction," to
maximize the amount of capital they will receive from selling
registered securities directly to the public. The Dutch Auction allows
investors to bid for the offered securities at prices and amounts the
investors believe are worth purchasing. MainStreet believes this
method makes the entire securities distribution process fairer, lowers
the cost of the offering process to the issuer, has the price set by
the investor bidders and provides greater proceeds to the issuer.
The CEO Letter.com provides chief executive officers of public
companies the forum to discuss their companies to the multitude of
potential internet investors. The CEO Letter has an exclusive
arrangement with Freeride.com, LLC, an unaffiliated website with
extensive membership, to use Freeride's point reward system as an
incentive for potential investors to read the CEO letters.
Dialysis Corporation of America owns and operates free standing
kidney hemodialysis centers to provide patients with their choice of a
full range of quality in-center, acute or at-home hemodialysis
services.

This release contains forward-looking statements that are subject
to risks and uncertainties, including certain delays beyond DCA's
control with respect to future business events. In particular, the
letter of intent is not a binding agreement and is subject to a
variety of contingencies, primarily the satisfactory conclusion of a
merger and acquisition agreement and, assuming that is accomplished,
shareholder approval.

--30--gaa/mi*

CONTACT: Dialysis Corporation of America, Lemoyne
Thomas K. Langbein, Chairman of the Board
201/288-8222

KEYWORD: PENNSYLVANIA
INDUSTRY KEYWORD: MEDICINE

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