Ophthalmic Imaging Systems (OIS), a digital imaging company, has signed a definitive merger agreement with MediVision Medical Imaging, the majority shareholder of OIS, under which the Yokneam Elit, Israel-based company will become a subsidiary of OIS in a stock transaction.
The merger, which was unanimously approved by both companies' boards of directors, OIS’ special independent committee and MediVision’s audit committee, is expected to close by the end of the third quarter of 2008, and is subject to approval by OIS and MediVision shareholders, regulatory approvals and customary closing conditions.
At the effective time of the merger each MediVision ordinary share will be converted into 1.66 shares of OIS common stock, for a total of approximately 11.3 million shares of OIS common stock, which will be listed for trade on the OTC Bulletin Board under the ticker symbol OISI.
The ratio takes into account the approximately 9.4 million OIS shares held by MediVision, and an addition of approximately 1.9 million OIS shares for MediVision’s other assets and liabilities, including MediVision’s product pipeline; research and development capabilities; sales and distribution capabilities; Germany-based subsidiary; and debt of approximately $2.85 million, OIS said.
OIS will remain based in Sacramento, Calif., with approximately 100 total staff, including its affiliate companies, and will also have offices in Israel and Germany, MediVision said.
According to the Sacramento, Calif.-based OIS, Gil Allon and Ariel Shenhar will continue as CEO and chief financial officer of OIS, respectively. Noam Allon will retain his position and title as president and CEO of MediVision and will assume the position of chief technology officer of OIS.