Matritech (AMEX:MZT)
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From May 2019 to May 2024
MZT Holdings, Inc., formerly known as Matritech, Inc. (Amex:MZT),
announced today that its stockholders have approved:
• the sale of substantially all of the assets
of the company to Milano Acquisition Corp., a wholly owned subsidiary of
Inverness Medical Innovations, Inc., pursuant to and on the terms set
forth in an Asset Purchase Agreement dated August 27, 2007 by and among
Inverness, Milano and Matritech;
• the plan of complete liquidation and
dissolution of the company, including the liquidation and dissolution of
the company contemplated thereby, following the closing of the asset
sale; and
• the amendment to the company’s
certificate of incorporation to change its name to MZT Holdings, Inc.
following the closing of the asset sale.
Following receipt of stockholder approval, the company completed the
sale of substantially all of its assets to Milano Acquisition Corp. in
exchange for aggregate consideration of 616,671 shares of Inverness
common stock valued in accordance with the Asset Purchase Agreement at
approximately $36 million. MZT Holdings may receive up to $2 million of
incremental consideration, payable in cash and/or Inverness common
stock, if the revenue associated with the assets sold to Milano exceeds
certain revenue targets during the next twelve-month period. Based on
the closing price of Inverness common stock on December 12, 2007, the
market value of the 616,671 shares received by MZT Holdings is
approximately $34.7 million. Following the closing of the asset sale,
the Company’s name was changed to MZT
Holdings, Inc.
MZT Holdings also announced that its Board of Directors has accepted the
resignations of all of its executive officers except its Secretary,
Patricia Randall, effective December 12, 2007. On December 12, 2007, MZT
Holdings’ Board of Directors elected Craig R.
Jalbert as MZT Holdings’ President and
Treasurer. Mr. Jalbert is a partner at Verdolino & Lowey, P.C., an
accounting firm that specializes in working with companies liquidating
and winding up their operations. MZT Holdings has engaged Verdolino &
Lowey to assist the Company in planning for and completing its
liquidation and dissolution process approved by the Company’s
stockholders. MZT Holdings will pay Verdolino & Lowey for such services,
but Mr. Jalbert will not receive any additional direct compensation or
benefits as President or Treasurer of MZT Holdings.
MZT Holdings further announced that it intends to seek voluntary
delisting of its common stock from the American Stock Exchange. MZT
Holdings does not meet the continued listing standards of the American
Stock Exchange in that in accordance with (i) Section 1003(a)(i) of the
Company Guide MZT Holdings has stockholders' equity of less than
$2,000,000 and losses from continuing operations and/or net losses in
two of its last three most recent fiscal years; (ii) Section 1003(a)(ii)
of the Company Guide MZT Holdings has stockholders' equity of less than
$4,000,000 and losses from continuing operations and/or net losses in
three of its four most recent fiscal years and (iii) Section
1003(a)(iii) of the Company Guide MZT Holdings has stockholders' equity
of less than $6,000,000 and losses from continuing operations and/or net
losses in its five most recent fiscal years.
Statement under the Private Securities Litigation Reform Act
This press release may contain forward-looking statements within the
meaning of the federal securities laws, including statements regarding
the anticipated delisting of the Company’s
shares from the American Stock Exchange and the liquidation and
dissolution process. These statements reflect the Company's current
expectations with respect to future events and are based on its
management's current assumptions and information currently available.
Actual results may differ materially. There can be no assurance that the
Company's expectations will be achieved. Please refer to the risk
factors detailed in the Company's periodic reports and registration
statements as filed with the Securities and Exchange Commission, as well
as in the Company’s definitive proxy statement
filed on November 14, 2007. These forward-looking statements are neither
promises nor guarantees. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date hereof. MZT Holdings undertakes no responsibility to revise or
update any such forward-looking information.