Allezoe Medical Holdings, which previously announced that it has entered into an agreement for the merger of HealthWatchSystems, Inc., a Florida corporation, with and into HWS Acquisition Corp., a Florida corporation and wholly-owned acquisition subsidiary of ALZM, today announced that the merger was approved by the shareholders of OVWatch on August 13, 2012. The result of the merger will be that HealthWatchSystems, Inc. (“OVWatch”) will become a wholly-owned subsidiary of ALZM and the shareholders of OVWatch, as a group, will acquire 20 percent of the outstanding stock of ALZM, post-merger, on a fully-diluted basis.
According to Jack Luchese, President and CEO of OVWatch: “The special meeting of shareholders of HealthWatchSystems, Inc. was held on August 13, 2012 to consider the proposed merger of the company with a subsidiary of Allezoe Medical Holdings. A total of 79.7 percent of the eligible votes were voted at the special meeting, and 99.4 percent of the votes were in favor of the merger. There was one negative vote and demand for appraisal rights, representing one shareholder and less than one percent of the eligible votes. Since the actual meeting, additional proxy votes mailed prior to the meeting were received, so that in excess of 80% of eligible votes were in favor of the merger and acquisition. This vote confirms management’s view that the merger and joining with Allezoe Medical Holdings is a positive step for HealthWatchSystems and its shareholders, and offers an exciting opportunity to fully develop and market the OVWatch technology.”
OVWatch (www.ovwatch.com) is a privately held medical device company focused on solutions for infertility problems in couples seeking to have children. OV-Watch® is a non-invasive, wrist watch-like medical device that provides four days advance notice of ovulation to maximize conception opportunities. The product is FDA cleared (510k) is currently being marketed in the US and is also approved in Canada and Europe. The OV-Watch has been featured on The Doctor’s Show, Fox and Friends television, The Tyra Banks Show and other television and radio shows and is available on-line.
According to Michael Gelmon, Chairman and CEO of ALZM: “The acquisition of OV-Watch will add another cutting-edge medical device technology to the growing line up of Allezoe Medical subsidiaries and makes an excellent counterpoint to our existing HPV “see and treat” patented and licensed technology, which we are developing through our subsidiary, SureScreen Medical, Inc. We are excited about the potential of this acquisition and look forward to working with the OVWatch team to build this product.”
Closing of the merger is still subject to the amendment of the Articles of Incorporation of ALZM to increase the authorized shares and to implement a reverse stock split of the common stock, and the required filings for this step will be filed this week.
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