Implant Sciences Corporation (NYSE Alternext US: IMX), a supplier
of systems and sensors for the homeland security market and related
industries, today announced that the company and its wholly owned
subsidiary C Acquisition Corp. (which operates under the name Core
Systems) have signed a definitive agreement to sell substantially all of
Core Systems’ assets for a purchase price of
$3,000,000 plus the assumption of certain liabilities. The transaction
is expected to close by November 21, 2008.
The buyer, an entity newly formed by Core Systems’
general manager and certain other investors, made an initial down
payment of $250,000 prior the execution of the definitive agreement. The
balance of the purchase price will be paid at the closing by delivery of
$1,250,000 in cash and a promissory note in the amount of $1,500,000.
The promissory note will require the buyer to pay $500,000 on or before
December 24, 2008, and the remaining principal balance, together with
accrued interest, in equal monthly installments over a period of 60
months commencing February 1, 2009. The note will be collateralized by a
security interest in all of the buyer’s Core
Systems assets. The Company was advised in the transaction by the
Noblemen Group of Dallas, Texas.
"We continue to execute on our operating plan
to withdraw from non-strategic businesses and to focus on the continued
growth and expansion of our security products business,”
said Phillip C. Thomas, Chief Executive Officer of Implant Sciences. "This
transaction allows us to further streamline our business and continue
the focus on the expansion of our security products while generating
additional cash to sustain operations.”
About Implant Sciences
Implant Sciences develops, manufactures and sells sophisticated sensors
and systems for the Security, Safety and Defense (SS&D) industries. The
Company has developed proprietary technologies used in its commercial
portable and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally. For
further details on the Company and its products, please visit the Company’s
website at www.implantsciences.com.
Safe Harbor Statement
This press release contains certain "forward-looking
statements,” as that term is defined in the
Private Securities Litigation Reform Act of 1995. Such statements are
based on management’s current expectations
and are subject to risks and uncertainties that could cause the Company’s
actual results to differ materially from the forward-looking statements.
Such risks and uncertainties include, but are not limited to, the Company’s
ability to successfully sell and withdraw from the Core Systems business
by the end of the calendar year, the risk that the Company will not
realize the anticipated benefits of the agreement, that the transactions
contemplated by the agreement will not be consummated, and other risks
and uncertainties described in the Company’s
filings with the Securities and Exchange Commission, including its most
recent Forms 10-K, 10-Q and 8-K.
For further information, you are encouraged to review Implant Sciences’
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K, as amended, for the period ended June 30,
2008. The Company assumes no obligation to update the information
contained in this press release.
