TPTX » Topics » (3) Acquisition of OXIS International, Inc.

This excerpt taken from the TPTX 10-Q filed Aug 8, 2005.

(3) Acquisition of OXIS International, Inc.

          On January 15, 2004, the Company entered into agreements to acquire approximately 52% of the outstanding voting stock of OXIS. OXIS is a biopharmaceutical company engaged in the development of research diagnostics, nutraceuticals and therapeutics in the field of oxidative stress. Under the terms of separate agreements entered into with several holders of OXIS common stock, the Company acquired an aggregate of approximately 14 million shares of OXIS stock, in consideration for the issuance of an aggregate of approximately 1.6 million shares of our unregistered common stock, which the Company registered in May 2004. Marvin S. Hausman, MD, the Company’s Chairman and former Chief Executive Officer, owned 1,162,532 shares of OXIS common stock, representing at the time of the acquisition approximately 4% of OXIS’ voting stock. Those shares of OXIS’s common stock were not acquired.

          The aggregate purchase price was $8,246,000, which includes the fair value of the Company’s common shares that were issued as consideration and transaction costs.

The allocation of the cost of the acquisition is a follows:

 

 

 

 

 

Current assets

 

$

1,492,000

 

Equipment

 

 

41,000

 

Technology and developed products

 

 

7,622,000

 

Patents and other assets

 

 

765,000

 

Current liabilities

 

 

(1,039,000

)

Minority interest

 

 

(635,000

)

Deferred tax liability (1)

 

 

(3,011,000

)

Deferred tax liability (2)

 

 

3,011,000

 

 

 



 

 

 

$

8,246,000

 

 

 



 


 

 

(1)

Represents the tax effect of the excess of the financial statement basis over the tax basis for acquired technology for developed products.

 

 

(2)

Represents the tax benefit of OXIS net operating loss carryfoward and deductible temporary differences recognized as an offset against the deferred tax liability attributable to the acquired technology for developed products.

The following proforma information gives effect to the acquisition as if it had occurred on the first day of the quarter and six months ended June 30, 2004.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended
June 30, 2004

 

Six months ended
June 30, 2004

 

 

 

 


 


 

 

Total revenues

 

 

$

433,000

 

 

 

$

1,000,000

 

 

 

Net loss including minority interest in subsidiary

 

 

 

(7,561,000

)

 

 

 

(13,922,000

)

 

 

Net loss

 

 

 

(7,132,000

)

 

 

 

(13,199,000

)

 

 

Basic and diluted net loss per common share

 

 

 

(0.14

)

 

 

 

(0.28

)

 

6



This excerpt taken from the TPTX 10-Q filed May 10, 2005.

 (3) Acquisition of OXIS International, Inc.

                On January 15, 2004, the Company entered into agreements to acquire approximately 52% of the outstanding voting stock of OXIS. OXIS is a biopharmaceutical company engaged in the development of research diagnostics, nutraceuticals and therapeutics in the field of oxidative stress. Under the terms of separate agreements entered into with several holders of OXIS common stock, the Company acquired an aggregate of approximately 14 million shares of OXIS stock, in consideration for the issuance of an aggregate of approximately 1.6 million shares of our unregistered common stock, which the Company registered in May 2004. Marvin S. Hausman, MD, the Company’s Chairman and former Chief Executive Officer, owns 1,162,532 shares of OXIS common stock, representing at the time of the acquisition approximately 4% of OXIS’ voting stock. Those shares of OXIS’s common stock were not acquired.

                The aggregate purchase price was $8,246,000, which includes the fair value of the Company’s common shares that were issued as consideration and transaction costs.

The allocation of the cost of the acquisition is a follows:

 
  Current assets   $ 1,492,000    
  Equipment     41,000    
  Technology and developed products     7,622,000    
  Patents and other assets     765,000    
  Current liabilities     (1,039,000 )  
  Minority interest     (635,000 )  
  Deferred tax liability (1)     (3,011,000 )  
  Deferred tax liability (2)     3,011,000    
     
   
      $ 8,246,000    
     
   
   
(1) Represents the tax effect of the excess of the financial statement basis over the tax basis for acquired technology for developed products.
 
(2) Represents the tax benefit of OXIS net operating loss carryfoward and deductible temporary differences recognized as an offset against the deferred tax liability attributable to the acquired technology for developed products.
 

The following proforma information gives effect to the acquisition as if it had occurred on the first day of the quarter ended March 31, 2004.

 
Three months ended
March 31, 2004

  Total revenues   $ 567,000    
  Net loss including minority interest in subsidiary     (6,362,000 )  
  Net loss     (6,067,000 )  
  Basic and diluted net loss per common share     (0.13 )  
 

EXCERPTS ON THIS PAGE:

10-Q
Aug 8, 2005
10-Q
May 10, 2005
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