ScripsAmerica, Inc. cancelled the acquisition of Marlex Pharmaceuticals, Inc.
October 15, 2013 at 09:30 am IST
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ScripsAmerica, Inc. (OTCBB:SCRC) signed a letter of intent to acquire Marlex Pharmaceuticals, Inc. for $5 million in stock on September 11, 2012. ScripsAmerica expects to fund the transaction through a private placement of its equity or debt securities. Upon the closing of the transaction, Marlex will be a wholly-owned subsidiary of ScripsAmerica and the current management of Marlex will remain as the management of Marlex. Marlex shall pay ScripsAmerica a break-up fee of $25,000. ScripsAmerica also has a right of first refusal if Marlex receives an offer from a third party to acquire Marlex prior to the closing.
The Board of Directors of ScripsAmerica has approved the transaction. The transaction is subject to definitive agreement, financial audit of Marlex Pharmaceuticals and ScripsAmerica securing financing to pay off Marlex's existing bank debt. The transaction is expected to close by December 31, 2012 and can be postponed till February 28, 2013. The transaction is expected to have significant positive impact on both companies and could add 10-15% to ScripsAmerica's gross profit margin.
As of November 2, 2012, ScripsAmerica, Inc. amended the terms of the transaction. The purchase price is approximately $10.9 million consisting of $4.5 in cash, $1.4 for the vendor loan which will be converted into a capital contribution and $5 million will be paid by the issuance of restricted shares of ScripsAmerica's common stock.
ScripsAmerica, Inc. (OTCBB:SCRC) cancelled the acquisition of Marlex Pharmaceuticals, Inc. on October 15, 2013.
ScripsAmerica, Inc. is engaged in the distribution of prescription and over the counter pharmaceuticals. The Company's subsidiaries include Main Avenue Pharmacy Inc. (Main Avenue), DispenseDoc Inc. (DispenseDoc) and Pharmacy Administration, Inc. (Pharmacy Administration). It also holds interests in P.I.M.D. International LLC (PIMD). Its operations consist of the sale and compounding of non-sterile topical and transdermal pain creams through Main Avenue; wholesale sales to independent pharmacies and other medical providers through PIMD; pharmacy dispensing services for individual doctors through DispenseDoc, and billing and administrative services through Pharmacy Administration. Main Avenue's prescription pain creams incorporate approximately eight active pharmaceutical ingredients for application on the skin and in localized areas. As of December 31, 2014, PIMD held licenses in over 20 states to receive, store and ship Schedule 3 through Schedule 5 formulary pharmaceuticals.
SCRIPSAMERICA, INC. 
