Allezoe Medical Holdings has approved the merger of HealthWatchSystems with and into HWS Acquisition Corp. HealthWatchSystems 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.
Allezoe Medical Holdings (OTCBB:ALZM) 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.
FORWARD LOOKING STATEMENT
Certain statements contained herein and subsequent oral statements made by and on behalf of ALZM may contain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as “intends”, “anticipates”, “believes”, “expects”, and “hopes” and includes, without limitation, statements regarding ALZM’s plan of business operations, product research and development activities, anticipated revenues and expenses and potential contractual arrangements and obligations. Also, our management may make forward-looking statements orally to investors, analysts, the media and others. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company undertakes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company’s SEC filings are available at http://www.sec.gov.