Nyer Medical Group, Inc., Announces Agreements to Sell Certain Eaton Apothecary Assets to Walgreens and Sell Operating Subsidiary's Stock to Investors
Nyer Medical Group, Inc., Announces Agreements to Sell Certain Eaton
Apothecary Assets to Walgreens and Sell Operating Subsidiary's Stock to
Investors
Nyer to Liquidate Following Transactions
HOLLISTON, Mass., Oct. 23 /PRNewswire-FirstCall/ -- Nyer Medical Group, Inc.,
(Nasdaq: NYER) announced today that D.A.W., Inc., a wholly-owned subsidiary of
Nyer which does business under the name Eaton Apothecary, and Nyer entered
into a definitive agreement with Walgreen Eastern Co., Inc. for the sale of a
substantial portion of DAW's operating assets, including prescription files
and inventory of a total of 12 neighborhood pharmacies which includes the
assignment of eight leases, for a purchase price, subject to certain
adjustments, of $12.0 million plus up to $5.75 million of qualifying inventory
and $1.1 million of operating equipment.
In addition, Nyer also announced today that Nyer and DAW entered into a
definitive agreement with certain management investors for the sale of the
stock of DAW following the closing of the Walgreens transaction, under which
Nyer will receive a benefit of $1,500,000 after giving effect to liabilities
to be retained by DAW.
In conjunction with these transactions, following which Nyer would have no
remaining assets other than the cash received from the transactions, Nyer
intends to proceed with the orderly liquidation and dissolution of Nyer
Medical Group, Inc.
"As President of DAW and Nyer Medical Group, my primary duty is to maximize
shareholder value, which I believe these transactions do," said Mark
Dumouchel. "However, I am happy to say that Walgreens' interest in Eaton
Apothecary has been beyond buying only pharmacy files -- they will continue to
operate a majority of the 12 pharmacies as well as hire all eligible employees
at the 12 locations. In addition, the sale of our subsidiary's stock to an
investor group insures that virtually all employees will retain their
positions while all our customers will continue to receive the quality service
to which they have grown accustomed. We believe these transactions together,
yield the best outcome for our shareholders, customers and employees."
The completion of the asset sale to Walgreens, sale of DAW stock to investors
and plan of dissolution are each subject to certain closing conditions,
including the approval of Nyer's shareholders. The transactions are expected
to close within the next 90 days.
About Nyer Medical Group
Nyer Medical Group, Inc., is a holding company that, through its pharmacy
subsidiary, operates pharmacies and provides pharmacy management services to
various not-for-profit entities in the greater Boston area.
For further information contact Mark Dumouchel (508) 429-8506, extension 16.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this press release are forward looking in
nature within the meaning of the Private Securities Litigation Reform Act of
1995 and other federal securities laws. These statements are generally
identified by the inclusion of phrases such as "we expect," "we anticipate,"
"we believe," "we estimate," and other phrases of similar meaning. These
forward-looking statements are based on our management's current expectations
and beliefs and involve numerous risks and uncertainties that could cause
actual results to differ materially from expectations, including the risk that
we may fail to consummate the transactions contemplated by our agreements with
Walgreens and investors in DAW or liquidate Nyer. You should not rely upon
these forward-looking statements as predictions of future events because we
cannot assure you that the events or circumstances reflected in these
statements will be achieved or will occur. For example, the description
regarding the expected closing time for the sales and liquidation involves a
forward looking statement. The closing of the transactions is subject to
certain closing conditions set forth in the agreement including the approval
of Nyer's shareholders; these conditions may be delayed or may not occur,
causing the closing to occur at a later date than expected or not at all.
Except as required by law, Nyer undertakes no obligation to release publicly
the result of any revision to these forward-looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. Additional factors are described
under "Part I. Item 1. A. - Risk Factors" in our most recent Annual Report on
Form 10-K as filed with the Securities and Exchange Commission. Except as
required by law, Nyer Medical Group undertakes no obligation to release
publicly the result of any revision to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
In connection with the proposed transactions, Nyer Medical Group, Inc.
("Nyer") will file a proxy statement and other relevant documents with the
Securities and Exchange Commission ("SEC"). NYER SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. NYER
SHAREHOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN
AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY NYER THROUGH THE SEC
WEBSITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE
OBTAINED FOR FREE (WHEN AVAILABLE) FROM NYER BY DIRECTING A REQUEST TO: NYER
MEDICAL GROUP, INC., 13 WATER STREET, HOLLISTON CORPORATION, MASSACHUSETTS
01746, ATTENTION: CHIEF EXECUTIVE OFFICER, TELEPHONE: (508) 429-8506.
Nyer and its directors and executive officers and other members of management
and employees may be deemed to participate in the solicitation of proxies in
respect of the proposed transactions. Information regarding Nyer's directors
and executive officers is available in Nyer's annual report on Form 10-K for
the year ended June 30, 2009, which was filed with the SEC on September 28,
2009. Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other relevant
documents filed with the SEC when they become available.
SOURCE Nyer Medical Group, Inc.
Mark Dumouchel for Nyer Medical Group, Inc., +1-508-429-8506, Ext. 16
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