Lifeline Scientific, Inc CLOSING OF THE MERGER - CANCELLATION FROM AIM (3743R)

TIDMLSIC

RNS Number : 3743R

Lifeline Scientific, Inc

08 December 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Lifeline Scientific, Inc.

("LSI" or the "Company")

CLOSING OF THE MERGER

AND

CANCELLATION OF ADMISSION OF THE COMPANY'S COMMON STOCK TO TRADING ON AIM

Lifeline Scientific, Inc. (AIM: LSIC), a leading international provider of clinical products and services in the field of transplantation, announces that the merger provided for in the agreement and plan of merger entered into with Shanghai Genext Medical Technology Co., Ltd. (the "Purchaser" or "SGM") and certain of its affiliates

dated 1 September 2016 (the "Merger Agreement" and the transaction provided for therein, the "Merger") has now closed with no conditions outstanding. The effective time of the Merger was approximately 10.13 a.m. US CDT (3.13 p.m. UK GMT) today, 8 December 2016 (the "Effective Time").

Cancellation of admission to trading on AIM

Therefore, as announced on 10 November 2016, cancellation of the admission of LSI's common stock to trading on the AIM market of the London Stock Exchange plc ("AIM") will occur with effect from 7:00 am (UK time) tomorrow, 9 December 2016 (the "Cancellation Date") (the "Cancellation").

As a result of the Merger, the Company will become a wholly- owned subsidiary of GLS Holdings, LP

("Holdco"), a US domiciled affiliate of the Purchaser that is also party to the Merger Agreement, and thereby will cease to have any public stockholders.

Procedures for payment of the Merger Consideration

LSI stockholders are entitled to receive in cash GBP 3.213 per share (the "Merger Consideration"), equivalent to approximately US$4.083 at a US Dollar to GBP exchange rate of 0.787, being the Closing Exchange Rate.

The Closing Exchange rate is the price (rounded to four decimal places), for the exchange of United States Dollars into GBP as published on the front page of the printed edition of the Financial Times (in London)

on 7 December 2016 (being one business day prior to the effective time of the Merger).

The Purchaser has deposited with Computershare Investor Services PLC (the "Paying Agent") an amount in cash sufficient for the Paying Agent to pay the aggregate Merger Consideration in full under the Merger Agreement (the "Exchange Fund").

Registered holders of LSI common stock as at the Effective Time will, as soon as reasonably practicable, be sent a letter of transmittal and accompanying instructions for claiming payment of the Merger Consideration and, if applicable, effecting the surrender of certificates for their LSI common stock in exchange for payment of the Merger Consideration. Upon the return of a duly completed letter of transmittal and (if applicable) share certificates or an affidavit of loss security and indemnity agreement in respect of any lost share certificates to the Paying Agent, such shareholders will, as soon as reasonably practicable, be sent a cheque for an amount equal to the number of shares of LSI common stock held by them as at the Effective Time multiplied by the Merger Consideration.

For holders of depositary interests representing LSI common stock ("Depositary Interests"), settlement of the Merger Consideration will be effected by means of CREST and each holder of Depositary Interests will receive within five business days of the Effective Time an amount equal to the number of shares of LSI common stock represented by the Depositary Interests they hold as at the Effective Time multiplied by the Merger Consideration without the requirement to take any further action. The Depositary Interests will be disabled in CREST this evening.

No interest will be paid or accrued on any amount payable pursuant to the Merger Consideration.

Any portion of the Exchange Fund that remains undistributed on the date that is 365 days after the Effective Time will be delivered by the Paying Agent to the Company upon demand and any former holders of LSI common stock and former holders of Depositary Interests who have not received payment will thereafter look only to the Company, the Purchaser, Holdco and YunVo Medical Ltd. (subject to abandoned property, escheat or other similar legal requirements), for satisfaction of their claim for payment of the Merger Consideration, without any interest thereon and otherwise in accordance with the terms of the Merger Agreement.

Registered holders of LSI shares of common stock are those persons whose name appear on the stockholder register of the Company. Depositary Interest holders are not registered holders of LSI shares of common stock, but shareholders of depositary interests representing LSI shares of common stock issued by Computershare Investor Services PLC in its capacity as the depositary which can be settled through the CREST system. If a stockholder holds its shares of common stock of LSI through a bank, broker or other institution and is uncertain as to the capacity in which such shares are held, please contact the relevant bank, broker or other institution for further information.

For further information:

 
 Lifeline Scientific, Inc.                        www.lifeline-scientific.com 
 David Kravitz, CEO                                           Tel: [phone] 
                                                                         0300 
 Becky Lyne, CFO                                              Tel: [phone] 
                                                                         0300 
 
 Piper Jaffray Ltd. (Financial                       Tel: [phone] 
  Adviser to LSI) 
 Neil Mackison / Graeme Smethurst 
 
 Panmure Gordon (UK) Limited (NOMAD                            Tel: +44 (0)20 
  and Broker to LSI)                                                7886 2500 
 Freddy Crossley / Duncan Monteith 
  (Corporate Finance) 
 Tom Salvesen (Corporate Broking) 
 
 Walbrook PR Limited                                 Tel: [phone] 
  (PR Adviser to LSI)                              or [e-mail] 
 Paul McManus                                                Mob: [phone] 
                                                                      541 893 
 Lianne Cawthorne                                            Mob: [phone] 
                                                                      391 303 
 
 CITIC Securities Co., Ltd (Exclusive                     Tel: [phone] 
  Financial Adviser to SGM)                                              6888 
 Michael Buckley / Madjid Messad 
 
 BFC Group (Financing Adviser                                 Tel: +86 (0) 21 
  to SGM)                                                           6333 1280 
 Sinolink Securities Co., Ltd                             Tel: [phone] 
  (Domestic Adviser to SGM)                                              6801 
 
 

About Lifeline Scientific Inc.

Lifeline Scientific, Inc. is a Chicago-based global medical technology company with regional offices in Brussels and Sao Paulo. The Company's focus is the development of innovative products that improve transplant outcomes and lower the overall costs of transplantation. Its lead product, LifePort Kidney Transporter, is the global market-leading medical device for hypothermic machine preservation of donor kidneys. LifePorts and novel solutions designed for preservation of other organs are in development, with LifePort Liver Transporter next in line for commercial launch. For more information please visit www.lifeline-scientific.com

This information is provided by RNS

The company news service from the London Stock Exchange

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December 08, 2016 11:58 ET (16:58 GMT)