Arden Hills, Minn.- and Yokneam, Isrel-based Galil said it moved the deadline from Dec. 11 to Dec. 21 “to allow additional time for the satisfaction of the financing condition.” CEO Marty Emerson said during a conference call that the extension is aimed at giving “additional time to facilitate due diligence efforts of potential investors for the financing needed to complete the deal.”
The deal calls for Galil to pay $1 per share plus 2¢ per warrant for Perseon, formerly known as BSD Medical. Shareholders had tendered roughly 5.9% of Perseon’s stock and no warrants as of the close of business yesterday, the companies said.
“We are extremely excited about this acquisition, which we believe will propel us to a market leadership position in minimally invasive ablation treatment of cancerous and non-cancerous tumors. We believe our combined offering will deliver a more powerful tool kit, of both cold and heat ablation solutions, which will benefit our growing base of interventional oncologists. We see a wide variety of applications for our solutions in treating both cancerous and non-cancerous tumors and a tremendous opportunity to scale sales of both solutions,” Emerson said during the call.
He’s due to stay on as president & CEO, with Carnell joining Galil Medical’s board if the deal is consummated.
The buyout comes just in time for Perseon, which reported 3rd-quarter losses of -$3.0 million on sales of $556,000. Today Carnell said the $1.3 million it had on hand as of Nov. 30 is enough to carry it for 2 months.
“If this transaction is not completed, we will not have sufficient liquidity to sustain operations and the most likely outcome would be a bankruptcy filing. In such a scenario, Perseon’s shareholders and warrantholders would likely receive no value for their ownership position. Aside from the tender offer from Galil, there are currently no other viable financing options or transaction opportunities available to us. The transaction with Galil provides the best opportunity for Perseon to continue operations and pursue our mission to fight cancer, humanity’s worst disease, and Perseon’s board has determined that such transaction is in the best interest of Perseon and its shareholders,” he said. “We urge all holders of Perseon shares and publicly traded warrants to accept the tender offer, realize cash value for your investment, and enable our important work to continue.”