For legal purposes, Favrille is acquiring MMR although the combination will be accounted for as a reverse acquisition with MMR deemed to be the "acquirer" for accounting and financial reporting purposes. As consideration in the business combination, Favrille has issued (or reserved for issuance) 92,599,196 shares of its common stock to former shareholders (and option holders and warrant holders) of MMR. After closing the merger and on a fully diluted basis, the former holders of MMR's equity now own (or have the right to acquire) approximately 60% of the Company's equity.
As contemplated by the merger agreement, Robert H. Lorsch, Hector V. Barreto, Jr., David A. Boyden, Douglas H. Helm, George Rebensdorf, Bernard Stolar, and Jack Zwissig will serve as the Directors of the Company, with Robert H. Lorsch serving as Chairman. Robert H. Lorsch will also serve as CEO and President and Naj Allana will serve as Chief Financial Officer.
John P. Longenecker, Ph.D. has resigned as President and CEO of Favrille and Tamara A. Seymour has resigned as CFO and Secretary of Favrille. Both have agreed to serve in a transition role during the integration of the companies, after which time each will resign from the Company.
In addition, as contemplated by the merger agreement, the transactions contemplated by the Company's Creditor Plan were entered into, including the issuance to creditors of Favrille of warrants to acquire up to 10,000,000 shares of common stock at an exercise price of $0.12 per share as contemplated by the Creditor Plan.
The Board of Directors of Favrille, Inc. also announced today that it intends to retain the investment banking firm Houlihan Smith & Co. to provide financial advisory services. Joseph Lunkes, Senior Managing Director at Houlih
|SOURCE MyMedicalRecords, Inc.|
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