Mar 17th, 08
CONTACT: Walter Weller: 859-225-5375
Lexington, KY, December 31, 2007: Vision Opportunity Master Fund, LLC ("Vision"), a New York based private equity firm, and MedPro Safety Products, Inc. (OTCBB: MPSP), which develops and markets medical safety devices incorporating proprietary needlestick prevention technology, today announced that an investor group led by Vision has closed a $13 million investment in MedPro.
In the transaction, Vision and the other investors acquired a total of 6,668,230 units for a purchase price of $1.9495 per Unit. Each unit is comprised of one share of a new series of convertible preferred stock and a variable series of warrants to purchase common stock. The warrants are exercisable for up to a total of 25,286,692 shares of common stock at purchase prices ranging from $1.81 to $2.18 per share of common stock. Of the $13 million investment, $11 million was paid in cash at closing and $2 million is payable by March 31, 2008. MedPro expects to use the net offering proceeds to repay debt and for working capital to fund its development and launch of new medical safety products during 2008.
In connection with the investment, MedPro merged into Dentalserv.com, a public shell company controlled by Vision. The combined company is named "MedPro Safety Products, Inc." and its stock is quoted on the Over-the-Counter Bulletin Board under the symbol "MPSP". As a result of the issuance of approximately 11,880,000 new shares of common stock in the merger, the shareholders of MedPro will hold approximately 85.5% of the 13,281,815 outstanding common shares of the combined company. The management team of MedPro will continue the company’s medical safety products business, and four persons designated by MedPro will serve as its board of directors.
MedPro's Chairman and Chief Executive Officer, Craig Turner, stated; "Our portfolio of passive technologies positions us to have an immediate impact in the medical device market. The capital investment by Vision coupled with our strategic distribution partners will allow accelerated market penetration and the development of our other products."
MedPro's President and Chief Operating Officer, Walter Weller, stated; "This transaction is part of our overall corporate strategy to develop and market a group of unique technologies that will potentially deliver significant risk reduction regarding contaminated sharps management to the medical device community. The Company can now acquire the resources to position ourselves for long term product growth and diversity."
Founded in 1995 and headquartered in Lexington, Kentucky, MedPro Safety Products, Inc. has developed and acquired a portfolio of medical device safety products incorporating proprietary needlestick prevention functionalities. MedPro’s strategy for the next 24 months focuses on commercializing four products in three related product sectors. MedPro plans to enter into strategic partnership agreements with major medical products distribution partners and has entered into such a fixed "take-or-pay" distribution agreement with one such distribution partner for one model of its blood collection devices. MedPro has invested approximately $12 million in its technology to date, including patent, regulatory, compliance, acquisition, and marketing efforts. According to CEO, Craig Turner, "This is the first step of many that will provide benefits to the healthcare worker as well as our investor base."
This release includes forward-looking statements based upon current expectations of the management of MedPro Safety Products, Inc. that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward- looking statements as a result of a number of factors, including our ability to identify and acquire medical safety device safety technologies with product development potential; our ability to successfully develop and bring products to market, including its success in obtaining regulatory approvals; our ability to successfully increase sales of our products; our ability to obtain additional financing on satisfactory terms; our ability to attract and retain qualified employees; and governmental regulation associated with the medical safety products industry Words such as "anticipate," "estimate," "plan," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions are used to identify forward-looking statements. We refer you to the more detailed discussion of risks and uncertainties under "Risk Factors" in our Form 8-K to be filed with the Securities and Exchange Commission in connection with this transaction.