MIAMI, Feb. 12 /PRNewswire-FirstCall/ -- Karver International, Inc. announced today that it has signed a term sheet to purchase all of the outstanding common stock of Gemoscan International, Inc., a Toronto-based company engaged in diagnosing and providing solutions for the treatment of food intolerances.
The acquisition is expected to be accomplished through a share exchange pursuant to which Gemoscan’s shareholders will receive an aggregate of 1.3 million shares in exchange for their Gemoscan shares. Following the consummation of the transaction, Gemoscan will operate as a wholly owned subsidiary of Karver, and Brian Kalish, Gemoscan’s current Chief Executive Officer, will continue in that capacity. The acquisition is subject to several conditions, including Gemoscan shareholder approval, board approvals, completion of due diligence and execution of definitive documentation for the transaction.
Jack Kachkar, Karver’s Chairman and Chief Executive Officer, said of the proposed transaction, “Under Karver, Gemoscan will be able to better expand into the multi-billion dollar U.S. food-intolerance and diet-related disease market. This is the strategic health-care acquisition that Karver has been seeking.”
Gemoscan International, Inc., based in Toronto, is Canada’s only independent provider of blood-based testing of food and food chemical sensitivities. These sensitivities are commonly understood to affect nearly 30% of the population and typically manifest themselves in a variety of conditions including: chronic fatigue syndrome, fibromyalgia, irritable bowel syndrome, headaches, sleeplessness, weight management issues, attention deficit and a variety of other lifestyle-affecting conditions. The Gemoscan Food Sensitivity Screening Program uses two widely accepted protocols, one of which is its own U.S. patent-pending process to test a small sample of blood against up to 265 distinct yet commonly consumed foods and food additives.
Karver International, Inc., based in Miami, Florida, operates in the health services industry.
Safe Harbor
Statements about the Karver’s future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. Karver intends that such forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, Karver’s actual results could differ materially from expected results.
For more information, please contact: Jay Green Executive Vice President Karver International, Inc. 212-838-2585
Karver International, Inc.
CONTACT: Jay Green, Executive Vice President of Karver International,Inc., +1-212-838-2585
