BioTelemetry, Inc. Signs Definitive Agreement to Acquire VirtualScopics, Inc.

Monday, March 28, 2016

BioTelemetry, Inc. (BEAT), the leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care, and VirtualScopics, Inc. (VSCP), a leading provider of clinical trial imaging solutions, announced today that the two companies have entered into a definitive agreement whereby BioTelemetry will acquire VirtualScopics.   

BioTelemetry will commence an all cash tender offer for all outstanding common and preferred shares of VirtualScopics.  In the tender offer, BioTelemetry will offer investors $4.05 per share for VirtualScopics’ common stock, $336.30 per share for VirtualScopics’ Series A and Series B Convertible Preferred Stock and $920.00 per share for VirtualScopics’ Series C-1 Convertible Preferred Stock.  The total purchase consideration is approximately $15.5 million.

The tender offer is expected to commence on or about April 11, 2016, and will be open for a minimum of 20 business days.  VirtualScopics’ Board has approved the transaction and has agreed to unanimously recommend to its stockholders that they tender their shares of VirtualScopics’ common and preferred stock in the tender offer.  Stockholders holding approximately 20% of VirtualScopics’ current outstanding voting stock have agreed, among other things, to tender their voting stock pursuant to the tender offer.   

The closing of the transaction is conditioned on the tender and acceptance of at least a majority of the outstanding voting stock and a majority of the Series C-1 Convertible Preferred Stock as well as other customary conditions.  BioTelemetry will acquire any VirtualScopics’ shares not purchased in the tender offer in a second-step merger at the same per-share price paid in the tender offer.  The closing of the transaction is expected to occur in the second quarter of 2016.

VirtualScopics today reports revenue of $12.7 million for 2015.  The Company expects to release its full 2015 financial results in its annual report on Form 10-K later today.

Joseph H. Capper, President and Chief Executive Officer of BioTelemetry, commented: “We are excited to further expand our clinical research offerings with the addition of VirtualScopics’ imaging capabilities.  This acquisition demonstrates our continued commitment to growing our clinical research business.  VirtualScopics possesses an excellent scientific and operational reputation and we look forward to building upon their longstanding relationships with their customers.  We would like to welcome VirtualScopics’ employees and customers to the BioTelemetry family and we look forward to the successful completion of the merger.”

VirtualScopics’ Chief Executive Officer, Eric Converse, added: “We believe BioTelemetry is the perfect partner for the future of VirtualScopics.  They possess the scale and resources to accelerate our growth plan and lead the company into the future.  This is an exciting time for everyone at VirtualScopics and we look forward to joining the BioTelemetry team.”

Greenberg Traurig, LLP acted as legal counsel to BioTelemetry.  Oppenheimer & Co. acted as exclusive financial advisor and Woods Oviatt Gilman LLP acted as legal counsel to VirtualScopics.


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