Medytox Solutions will add to its services for healthcare providers the data analytics and cloud-based informatics of CollabRx, under a merger agreement the companies said they entered into today.
The companies did not disclose the value of their merger, which has been approved by the boards of both companies. Closing of the merger is subject to conditions that include stockholder approvals from both companies, as well as receipt of regulatory approvals and other customary closing conditions.
Medytox and CollabRx have been headed to the proverbial altar over several weeks. The companies said on January 22 that they had entered into talks toward a “possible business combination”—a day after CollabRx was warned that unless it sought a hearing, its shares would be delisted from The NASDAQ Capital Market for failing to maintain a minimum of $2.5 million in stockholders’ equity.
Six days before revealing the merger talks, CollabRx agreed to borrow up to nearly $2.4 million from Medytox under a loan agreement, and had borrowed $135,476 as of January 20. As part of the loan deal, CollabRx granted Medytox a security interest in all of its assets—and agreed to pay Medytox a $1 million “fee” if it entered into a merger or other sale transaction involving its shares or assets with an entity other than Medytox, “subject to certain limitations.”
Medytox owns and operates healthcare companies that include several clinical testing laboratories, an electronic medical records provider, a laboratory information systems company and a medical billing company. The company finished last year with income from operations of $15.7 million, up 38% from a year earlier, on revenue that rose 8% year-over-year to $57.9 million.
Medytox employs more than 300 people and is in growth mode. Earlier this month, the company said it will hire an additional 90 new employees over the next 12 months for a planned expansion in Florida’s Palm Beach County, 30 more than the 60 jobs announced in February. Gov. Rick Scott (R) joined Medytox in trumpeting the stepped-up expansion during an April 6 visit to the company’s Riviera Beach-based Epic Reference Lab facility.
CollabRx, an informatics company focused on the interpretation of complex molecular and genetic tests in cancer, reported a $4.3 million net loss last year on revenues of $415,000.
Medytox shareholders will own 90% of the combined company and CollabRx shareholders, the remaining 10%. Those percentages will be based, the companies said, on the number of equity securities outstanding immediately after the merger, and will exclude convertible preferred shares and notes issued by Medytox, as well as option grants expected to be made in connection with the closing.
Following the merger, Medytox CEO Seamus Lagan will hold the same position with the combined company. CollabRx chairman and CEO Thomas Mika, and board member Paul R. Billings, M.D., Ph.D., will be appointed to the combined company's seven-member board, which will include the five current directors of Medytox. Mika will serve as executive chairman and CEO of a new wholly-owned subsidiary of the combined companies, which will carry the CollabRx name.
“We expect that this merger will dramatically speed up our growth,” Lagan said in a statement. “Together, we will show the world how state-of-the-art technology and vertical integration can improve health outcomes, and return value to shareholders in the process.”