SAN FRANCISCO, April 29, 2015 (GLOBE NEWSWIRE) -- CollabRx, Inc. (Nasdaq:CLRX) ("CollabRx" or "the Company"), today announced that it had received notice from The NASDAQ Stock Market LLC ("Nasdaq") that the Company's proposed transaction with Medytox Solutions, Inc. (OTCQB:MMMS) ("Medytox") when completed would constitute a business combination that results in a "change of control" as that term is defined in Nasdaq Listing Rule 5110(a). Accordingly, the post-transaction entity would be required to successfully complete the Nasdaq listing application process and satisfy all criteria for initial listing on Nasdaq.
"We expected this determination from Nasdaq based on the recent announcement of the signing of a definitive merger agreement between CollabRx and Medytox," said Thomas Mika, President & CEO of CollabRx, Inc. "We are fully prepared to submit the requisite initial listing application, and we believe the post-merger company will meet all criteria for initial listing on Nasdaq, except possibly the minimum bid price requirement of $4.00 per share. Notwithstanding, we have structured the capitalization of the post-merger company in a way that will optimize our chances of meeting or exceeding that requirement."
Mika continued: "In addition to a compelling business opportunity that we see in the merged companies, this transaction combines the substantial value represented by Medytox's high growth and profitability with CollabRx's trading volume on the Nasdaq – a combination that should result in a highly liquid, growth platform for continued expansion of the merged company."
Closing of the merger is subject to, among other things, gaining approvals from the stockholders of both companies, receipt of regulatory approvals, approval of the listing application for the combined entity and the listing of the additional shares of CollabRx common stock to be issued in connection with the proposed transaction, as well as other customary closing conditions. The Company expects to close the merger transaction early in its second fiscal quarter (ending September 30, 2015).
As of March 31, 2015, the Company's total shares issued and outstanding were 10,469,120.
Participants in Solicitation
CollabRx (Nasdaq:CLRX), Medytox (OTCQB:MMMS), and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from CollabRx and Medytox stockholders with respect to the proposed business combination. Information about CollabRx's directors and executive officers is available in CollabRx's annual report on form 10-K/A for the year ended March 31, 2014. Information about Medytox's directors and executive officers is available in Medytox's annual report on Form 10−K for the year ended December 31, 2014, as amended. Additional information about the interests of potential participants will be included in the registration statement and joint proxy statement and other materials filed with the Securities and Exchange Commission (the "SEC"). These documents are available free of charge at the SEC's website at www.sec.gov, or by going to CollabRx's Investors page on our corporate website at www.collabrx.com or by going to Medytox's Investors page on its corporate website at www.medytoxsolutionsinc.com.
Additional Information
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CollabRx will file a registration statement, including a joint proxy statement of CollabRx and Medytox and a prospectus of CollabRx, and other materials with the SEC in connection with the proposed business combination. We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about CollabRx and Medytox, at www.sec.gov, the SEC's website or by going to CollabRx's Investors page on our corporate website at www.collabrx.com or by going to Medytox's Investors page on its corporate website at www.medytoxsolutionsinc.com.
About CollabRx, Inc.
CollabRx, Inc. (Nasdaq:CLRX) is a recognized leader in cloud-based expert systems to inform healthcare decision-making. CollabRx uses information technology to aggregate and contextualize the world's knowledge on genomics-based medicine with specific insights from the nation's top cancer experts, starting with the area of greatest need: advanced cancers in patients who have effectively exhausted the standard of care. More information may be obtained at http://www.collabrx.com.
CollabRx, Inc. Safe Harbor Statement
This press release includes forward-looking statements about CollabRx's anticipated results that involve risks and uncertainties. Some of the information contained in this press release, including, but not limited to, statements as to industry trends and CollabRx's plans, objectives, expectations and strategy for its business, contains forward-looking statements that are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. Important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in filings made by CollabRx with the Securities and Exchange Commission. CollabRx undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. The potential business combination referenced in this press release is subject to, among other things, stockholder approvals and other customary conditions. We cannot assure you that the contemplated business combination will be consummated.