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Press Release

IVAX Diagnostics Enters into Amendment to Stock Purchase Agreement

IVAX Diagnostics Inc.
Posted on: 30 Dec 11

IVAX Diagnostics, Inc. (NYSE Amex:IVD), a fully integrated in vitro diagnostics company, announced today that it has entered into an Amendment to that certain Stock Purchase Agreement, dated April 8, 2011, between IVAX Diagnostics and ERBA Diagnostics Mannheim GmbH.

As previously reported, pursuant to the Stock Purchase Agreement, IVAX Diagnostics agreed to sell and issue to ERBA Diagnostics Mannheim a total of 20,000,000 shares of IVAX Diagnostics’ common stock at a purchase price of $0.75 per share for an aggregate purchase price of $15,000,000 and warrants to purchase an additional 20,000,000 shares of IVAX Diagnostics’ common stock, in the following manner: (i) 6,666,667 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5,000,000, upon the initial consummation of the investment, which occurred on July 1, 2011 (the “Initial Closing”); (ii) 6,666,667 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5,000,000, on or prior to the date which is six months after the Initial Closing (the “Second Closing”); and (iii) 6,666,666 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5,000,000, on or prior to the date which is one year after the Initial Closing (the “Final Closing”).

Pursuant to the Amendment, the Stock Purchase Agreement has been amended to state that: (i) the Second Closing will take place, after the Initial Closing, on the date that is sixty (60) days after the date on which a majority of the independent directors on IVAX Diagnostics’ Board of Directors determines by vote or written consent that the Second Closing shall occur and causes IVAX Diagnostics to provide notice thereof to ERBA Diagnostics Mannheim; and (ii) the Final Closing will take place, after the Initial Closing and after or simultaneously with the Second Closing, on the date that is sixty (60) days after the date on which a majority of the independent directors on IVAX Diagnostics’ Board of Directors determines by vote or written consent that the Final Closing shall occur and causes IVAX Diagnostics to provide notice thereof to ERBA Diagnostics Mannheim. The Amendment was unanimously approved by the independent directors on IVAX Diagnostics’ Board of Directors.

Kevin Clark, IVAX Diagnostics’ President, Chief Executive Officer and Chief Operating Officer, stated, “We are pleased that, through this Amendment to the Stock Purchase Agreement, the independent directors on our Board of Directors will be able to trigger the timing of the consummation of the Second Closing and the Final Closing based upon IVAX Diagnostics’ cash requirements, including for funding the continued growth and development of our business and working capital requirements, and for possible acquisitions and strategic opportunities. This Amendment to the Stock Purchase Agreement will also have the effect of moving the timing of the dilutive impact that would be caused by the issuance to ERBA Diagnostics Mannheim of additional shares of IVAX Diagnostics’ common stock at the Second Closing and the Final Closing. We are also excited to report that, principally due to the expected relative improvement in our operations and the expected relative reduction in the rate of our use of cash during the fourth quarter of 2011, we believe that the immediacy of our need for additional cash has diminished.”

ERBA currently owns, directly or indirectly, 26,701,380 shares of IVAX Diagnostics’ common stock, or approximately 77.6% of the issued and outstanding shares of IVAX Diagnostics’ common stock.

About IVAX Diagnostics, Inc.

IVAX Diagnostics, Inc. (www.ivaxdiagnostics.com), headquartered in Miami, Florida, is a fully integrated in vitro diagnostics company that develops, manufactures and distributes in the United States and internationally, proprietary diagnostic reagents, test kits and instrumentation, primarily for autoimmune and infectious diseases, through its three subsidiaries: Diamedix Corporation (U.S.), Delta Biologicals S.r.l. (Europe), and ImmunoVision, Inc. (U.S.).

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 IVAX Diagnostics, including, without limitation:the risk that the transactions contemplated to be consummated at the Second Closing and the Final Closing under the Stock Purchase Agreement, as amended by the Amendment, may not be consummated on the contemplated terms, in the time frame anticipated, or at all; the risk that net proceeds of the investment by ERBA Diagnostics Mannheim may not provide adequate cash resources to fund IVAX Diagnostics’ operations or liquidity needs for the reasonably foreseeable future; the risks relating to IVAX Diagnostics’ broad discretion in its use of the net proceeds from the investment, including, among other things, that IVAX Diagnostics may not be successful in identifying or consummating acquisitions or other strategic opportunities and that any identified and consummated acquisition or other strategic opportunity may not result in the benefits anticipated or otherwise improve IVAX Diagnostics’ financial condition, operating results or cash position; the risk that the warrants may not be exercised, in whole or in part, by ERBA Diagnostics Mannheim; the risks relating to ERBA Diagnostics Mannheim’s decision-making regarding whether or not, and if so when, to exercise the warrants, in whole or in part, which decision-making will be based upon considerations ERBA Diagnostics Mannheim deems appropriate, which may include, among other things, the future market price of IVAX Diagnostics’ common stock, which is subject to volatility and a number of other factors, many of which may be beyond IVAX Diagnostics’ control, and, when deciding whether or not, and if so when, to exercise the warrants, in whole or in part, ERBA Diagnostics Mannheim’s interest may conflict with IVAX Diagnostics’ interests; the risks that the expected relative improvement in IVAX Diagnostics’ operations during the fourth quarter of 2011, or the expected relative reduction in the rate of IVAX Diagnostics’ use of cash during the fourth quarter of 2011, may not occur in the fourth quarter of 2011 or continue in future periods to the extent anticipated or at all, and, if either or both do not occur in the fourth quarter of 2011 or continue in future periods, then IVAX Diagnostics may not have adequate cash resources to fund IVAX Diagnostics’ operations or liquidity needs for the reasonably foreseeable future; the risk that IVAX Diagnostics may not achieve or sustain profitability from its operations or otherwise secure funds to provide the basis for its long-term liquidity; the risk that IVAX Diagnostics may not be successful in its efforts to improve its financial condition, results of operations and cash flows, including, without limitation, that IVAX Diagnostics may not be able to successfully implement cost containment efforts and achieve a reduction in its expenses and that IVAX Diagnostics may not be able to successfully grow its business, whether during the anticipated time frame or at all; the risk that IVAX Diagnostics operating results, financial condition and cash flows may be materially and adversely impacted by factors beyond IVAX Diagnostics’ control, including, among other things, the fluctuation in currency exchange rates; and other risks and uncertainties that may cause results to differ materially from those set forth in the forward-looking statements.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 IVAX Diagnostics’ filings with the Securities and Exchange Commission, including, without limitation, the risks and uncertainties discussed under the heading “Risk Factors” in such filings.

Business Wire
http://www.businesswire.com/

Last updated on: 30/12/2011

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