05.25.10
HealthSport, Inc., Oxnard, CA, has signed a merger agreement with Supplemental Manufacturing and Ingredients, LLC (SMI), Tempe, AZ, to create a fully integrated technology-based manufacturing, marketing and sales organization.
The merger will result in a company dedicated to developing and producing oral thin film for the delivery of dietary supplements and pharmaceutical actives, with a commitment to providing partners and customers with viable alternatives to traditional drug delivery technologies.
SMI Manufacturing has had a strong relationship with HealthSport through an existing agreement whereby SMI Manufacturing has a license to manufacture HealthSport's products. SMI Manufacturing has also committed to building a state-of-the-art film strip manufacturing facility adjacent to its current facility and has invested approximately $5 million into HealthSport.
Under the terms of the merger agreement, SMI shareowners will own approximately 84% and HealthSport shareowners 16% of the merged company. The transaction, which is expected to be tax-free to shareowners of both companies for U.S. federal income tax purposes, will be accounted for as a reverse triangular merger. Subject to certain obligations on behalf of both of the companies, including the investment by a third party investment group of at least $10 million that has been arranged for by SMI, and regulatory and other customary closing conditions, the transaction is expected to close by no later than July 15, 2010.
The merger will result in a company dedicated to developing and producing oral thin film for the delivery of dietary supplements and pharmaceutical actives, with a commitment to providing partners and customers with viable alternatives to traditional drug delivery technologies.
SMI Manufacturing has had a strong relationship with HealthSport through an existing agreement whereby SMI Manufacturing has a license to manufacture HealthSport's products. SMI Manufacturing has also committed to building a state-of-the-art film strip manufacturing facility adjacent to its current facility and has invested approximately $5 million into HealthSport.
Under the terms of the merger agreement, SMI shareowners will own approximately 84% and HealthSport shareowners 16% of the merged company. The transaction, which is expected to be tax-free to shareowners of both companies for U.S. federal income tax purposes, will be accounted for as a reverse triangular merger. Subject to certain obligations on behalf of both of the companies, including the investment by a third party investment group of at least $10 million that has been arranged for by SMI, and regulatory and other customary closing conditions, the transaction is expected to close by no later than July 15, 2010.