MediVision Presents Management’s Report for the Period ended September 30, 2007
Highlights of the period ended September 30, 2007 Belgium Branch - As of Mid March 2007, the Company opened a Branch office in Belgium for selling and servicing its products in the Belgian market, and supporting the sales activity in the French market.
Development costs - In the nine months period ended September 30, 2007, the Company recognized development costs in the amount of $1,142,000 as an intangible asset in accordance with the criteria for recognition as set forth in IAS 38 "Intangible Assets". Therefore gross R&D spending for the period totaled $2,270,000.
Receipt of a $500,000 long term loan - During the reported quarter, the Company received a long term loan from United Mizrachi Bank Ltd. in the amount of $500,000. The loan will be paid in eighteen monthly installments, commencing on April 2008, under certain conditions set forth in the loan agreement.
Convertible loan - On September 2007, the Company entered into a convertible loan Agreement with certain of its shareholders. According to this agreement, these shareholders will provide a convertible loan to the Company in the amount of up to $1,000,000. The loan shall bear interest at an annual rate of 9%, and shall be repaid within 12 months from closing, unless converted before according to the terms and conditions of the agreement. The loan is convertible in whole or in part, into Ordinary shares of the Company, at a price per share reflecting a discount rate of 20% of the Company’s average share price during the 30 days immediately prior to conversion. OIS shares owned by the company, in an aggregate value of $1,300,000, will be apportioned among the shareholders pro-rata to their portion of the loan, and will serve as collateral. The company shall convene a general meeting of its shareholders for the approval of the transactions. During the period the company received according to the Agreement an aggregate loan in the amount of $350,000, and addition $50,000 after balance sheet date.
Subsequent events in OIS - On October 29, 2007, OIS entered into a Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"), pursuant to which OIS issued to the Purchasers (i) an aggregate of $2,750 in principal amount of its 6.5% Convertible Notes Due April 30, 2010 (the "Notes"), which Notes are convertible into 1,676,829 shares (the "Underlying Shares") of OIS common stock, no par value, and (ii) warrants ("Warrants") to purchase an aggregate of 616,671 shares (the "Warrant Shares") of OIS common stock at an exercise price of $1.87 per share. OIS will use the proceeds from the issuance of the Notes for working capital and potential acquisitions.
Merger term sheet with OIS - MediVision entered into a non-binding term sheet with OIS (OCT BB:OISI), MV's US Subsidiary. According to the terms and subject to the conditions of the Final Agreements as defined hereinafter, OIS Ltd, an Israeli company under incorporation and a wholly-owned subsidiary of OIS and MV intend to effect the merger of OIS Ltd. with and into MV (the "Merger"), following which OIS Ltd. will cease to exist, MV’s outstanding shares will be converted into shares of OIS common stock, and MV will become a wholly-owned subsidiary of OIS.
In addition, outstanding options and warrants to purchase MV shares shall also be converted into options or warrants, as the case may be, to purchase shares of OIS Common Stock. The Term Sheet also includes additional provisions regarding certain rights of major shareholders of MV, voting arrangements, registration rights and provisions applicable to share transfers.
The principal terms and conditions included in the Term Sheet are to be contained in a more detailed manner in a Definitive Agreement to be negotiated in good faith between the parties, based on the principals outlined in the signed Term Sheet (the "Final Agreement"). The Final Agreement will be subject to approval by OIS and MV’s shareholders in special shareholders meeting, as well as securing all other approvals and consents which are legally required.
Information in regards to the Financial Situation for the three and nine months ending September 30, 2007
MediVision Medical Imaging Ltd. / Headquarters and Manufacturing Facility
MediVision specializes in digital imaging devices for medical ophthalmic applications with an emphasis on diagnostics related to the eye retina. MediVision's products are designed to provide digital upgrades for a range of ophthalmic imaging systems, thus significantly enhancing imaging capability and providing its users with advanced diagnostic tools. The company has significant market share and is a market leader in the ophthalmic digital imaging field. As of the balance sheet date, the Company owns 56% interest in Ophthalmic Imaging Systems Inc. based in Sacramento, California, USA and 63% interest in CCS Pawlowski GmbH based in Jena, Germany.