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Shareholder convertible loan and term sheet for merger with OIS
Pursuant to the Terms Sheet, the Shareholders, severally and without joint liability, will provide MV with an aggregate loan of up-to $1,000,000, to be allocated among them. The Loan shall bear an interest rate of 9% per annum (the “Interest”), and shall be repaid within 12 months from closing (the “Term”) or beforehand at MV’s sole decision, unless previously converted by the Shareholders.
Any unpaid portion of the Loan and any Interest due thereon, shall be convertible by each Shareholder (for himself only) in whole or in part until the earlier of : (i) the end of the Term or (ii) the consummation of the Merger (as defined below), into Ordinary Shares of MV, at a price per MV share reflecting a discount of 20% on MV’s average share price on the EuroNext Stock Exchange during the 30 days immediately prior to conversion (the “Conversion Rights”). Subject to exercise, if any, of Conversion Rights, MV shall effect its best efforts to list for trade on the EuroNext Stock Exchange, any MV shares issued in connection with such exercise. To secure the convertible loan, shares of Ophthalmic Imaging Systems (“OIS”) which are owned by MV, in an aggregate value of $1.3M (based on market price on the date of granting the collateral), will be proportionally divided among the Shareholders prorated to their portion of the Loan, and shall serve as collateral for repayment of the Loan and any interest accrued thereon, as well as for the underlying Conversion Rights.
In addition, MediVision announced today that it signed a non-binding Term Sheet with Ophthalmic Imaging Systems ("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.
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