Paligent Inc. today announced that it has entered into a letter agreement with respect to the acquisition of International Fight League, Inc. (IFL) pursuant to which IFL will emerge as the surviving entity. Under the agreement, Richard J. Kurtz, a director and the principal stockholder of Paligent, invested $1.0 million in privately held IFL in contemplation of the acquisition of IFL by Paligent.
Paligent proposes to acquire all of the issued and outstanding capital stock of IFL in consideration of the issuance to the common and preferred stockholders IFL of shares of common stock of Paligent in an amount such that the present common and preferred stockholders of IFL would own 95% of the issued and outstanding common stock of the post-acquisition company, subject to adjustment for future issuances. In connection with the merger, Mr. Kurtz has also agreed to convert Paligent's current indebtedness to him of approximately $600,000 into additional shares of common stock. It is estimated that Mr. Kurtz will own approximately 20% of the outstanding common stock of the merged company.
The proposed acquisition is subject, among other things, to the execution of definitive acquisition documentation, completion of due diligence of IFL by Paligent, the receipt by Paligent of a fairness opinion and the approval by the stockholders of Paligent.
Founded in 2005 by Gareb Shamus, the founder and chairman of Wizard Entertainment Group and Kurt Otto, a private real estate investor and life-long martial arts participant, the International Fight League mixes the intense action of mixed martial arts with the established team- and season-based approach found in America's most loved sports. The IFL's teams consist of five fighters each, one in each major weight category, and are coached by legendary world champions.
The IFL's successful debut event featuring the initial four teams took place on April 29, 2006 in Atlantic City at the Trump Taj Majal. The inaugural event sponsors included Suzuki (ATV and motorcycle group), Microsoft's XBOX 360, Coca-Cola's Vault energy drink, Full Contact Fighter and Doublesport. The event will later be broadcast by Fox Sports Net (FSN) in a series of three original taped telecasts in May and June 2006. FSN serves as the cable television home to 62 of the 82 Major League Baseball, National Hockey League and National Basketball Association teams based in the United States and produces over 4,500 live events each year.
Paligent formerly operated as a biotechnology company engaged in the development and commercialization of novel drugs with a product portfolio focused on infectious diseases and oncology. During 2004 and 2005, the Company transferred all of its rights, title and interest in its two remaining biotechnology compounds, which until their out-licensing in 2000 had been under development for several years. Since 2001, Paligent has been engaged in seeking business opportunities to maximize value for its shareholders, including acquisitions of new operating businesses and technologies as well as potential merger opportunities.
)
