ERBA Diagnostics Enters Agreement to Sell Former Facilities for $23 Million
MIAMI LAKES, Fla., March 26, 2015 (GLOBE NEWSWIRE) -- ERBA Diagnostics, Inc. (NYSE MKT:ERB) announced that its wholly-owned subsidiary – Diamedix Corporation – has entered into a purchase and sale agreement to sell its former facilities located in Miami, Florida, for $23 million. ERBA Diagnostics intends to use the net proceeds from the sale of the property for potential facilities purchases, potential strategic acquisitions and for general working capital.
“Due to our consolidation of operations and manufacturing to our leased facilities in Miami Lakes, Florida, we executed this purchase and sale agreement in an effort to redeploy the value of this vacant asset,” said Mohan Gopalkrishnan, chief executive officer of ERBA Diagnostics. “We believe the most effective, and tax-efficient, use of the net proceeds from the sale of the property will be a combination of reinvesting in facilities to accommodate our anticipated growth as well as applying a portion of it toward potential strategic acquisitions and the balance toward working capital.”
The real properties, and the total of approximately 52,000 square feet of buildings located on the properties, are located at 2140, 2150 and 2160 North Miami Avenue, 2115, 2141 and 2155 North Miami Avenue, and 38 NW 22nd Street, in Miami Florida. As of September 30, 2014, the net book value of the land, buildings and improvements being sold was $449,000.
The purchase and sale agreement provides for a 45 day examination period, during which the buyer has the right to conduct a due diligence investigation and terminate the purchase and sale agreement in its sole and absolute discretion. While the purchase and sale agreement is binding upon ERBA Diagnostics, the buyer in its sole and absolute discretion may terminate the purchase and sale agreement during the 45 day examination period. The purchase and sale agreement provides for the consummation of the purchase and sale to occur within 60 days after the expiration of the 45 day examination period. The purchase and sale agreement provides that either ERBA Diagnostics or the buyer may consummate the sale and purchase of the property, respectively, as part of a like kind exchange pursuant to Section 1031 of the Internal Revenue Code. If ERBA Diagnostics elects a “1031 exchange” and intends to purchase a replacement property with a portion of the net proceeds from the sale of the property, then ERBA Diagnostics will not have access to such portion of the net proceeds, which would be held by a qualified independent third party intermediary.
About ERBA Diagnostics, Inc.
ERBA Diagnostics, Inc. (NYSE MKT:ERB), is a fully integrated in vitro diagnostics company, offering a comprehensive suite of clinical testing products throughout the U.S. and emerging markets. The Company serves as a one-stop shop for the testing needs of the growing number of smaller hospitals, reference labs, and physician clinics. ERBA Diagnostics’ line of proprietary and automated instruments, test kits, and reagents provide customers with autoimmune, infectious diseases, clinical chemistry, hematology, and diabetes testing. www.erbadiagnostics.com
Safe Harbor Statement
Except for the historical matters contained herein, statements in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties that may affect the business and prospects of Erba Diagnostics, Inc., including, without limitation, the risks and uncertainties related to: the buyer in its sole and absolute discretion may terminate the purchase and sale agreement during the 45 day examination period; the consummation of the purchase and sale of the property may not occur when anticipated, or at all; if ERBA Diagnostics elects to undertake a “1031 exchange” and purchase a replacement property with a portion of the net proceeds from the sale of the property, then ERBA Diagnostics will not have access to such portion of the net proceeds; if ERBA Diagnostics elects to undertake a “1031 exchange” and purchase a replacement property with a portion of the net proceeds from the sale of the property, then ERBA Diagnostics may not be able to consummate such further transaction when anticipated, or at all; ERBA Diagnostics may not elect to undertake a “1031 exchange” or purchase a replacement property; ERBA Diagnostics may not be successful in identifying or consummating acquisitions or other strategic opportunities; any identified and consummated acquisition or other strategic opportunity may not be successfully integrated and may not result in synergies, operational efficiencies or other benefits anticipated and may not otherwise improve ERBA Diagnostics’ financial condition, operating results or cash position; acquisitions of businesses and products, and the integration of acquired businesses and products, may disrupt ERBA Diagnostics’ business, distract its management and may not proceed as planned; and economic, competitive, political, governmental and other factors affecting Erba Diagnostics and its operations, markets and products. In addition to the risks and uncertainties set forth above, investors should consider the economic, competitive, governmental, technological and other risks and uncertainties discussed in Erba Diagnostics’ filings with the Securities and Exchange Commission, including, without limitation, the risks and uncertainties discussed under the heading “Risk Factors” in such filings.
CONTACT: Investors & Media Tom Baker Stonegate, Inc. Tel: 617.532.0624 tbaker@stonegateinc.com
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