Uroplasty, Vision-Sciences To Merge In All-stock Deal - Quick Facts

(RTTNews) - Uroplasty, Inc. (UPI) and Vision-Sciences, Inc. (VSCI) agreed to a merger under which the two companies will combine in an all-stock transaction to create a new company expected to generate revenue of about $50 million for the fiscal year beginning April 1, 2015.

The all-stock deal creates a new medical device company with expanded product offerings in urology.

The deal, which was unanimously approved by the boards of directors of both companies, is expected to close during the first half of 2015.

The closure of the deal is primarily subject to approval of the shareholders of each of Uroplasty and Vision-Sciences. The named executive officers and directors of each company, representing about 4.2 percent and 39.1 percent of Uroplasty's and Vision-Sciences' outstanding common stock respectively, evidenced their support by entering into voting agreements to vote in favor of the transaction.

The deal will see each outstanding share of Uroplasty's common stock being exchanged for 3.6331 shares of Vision-Sciences' common stock. Upon completion of the merger, Uroplasty shareholders will own 62.5 percent of the shares of the combined company on a fully-diluted basis, and Vision-Sciences shareholders will own 37.5 percent.

The combined company will conduct business as Cogentix Medical, Inc. (CGNT) and will be headquartered in Minnetonka, MN, where Uroplasty's current headquarters is located.

Cogentix Medical will be led by Rob Kill, who will become president and CEO, Brett Reynolds will become CFO, and Darin Hammers will become senior vice president of global sales and marketing. Cogentix Medical's board of directors will be comprised of the five representatives from Uroplasty's existing board and three representatives from Vision-Sciences' existing board.

Cogentix Medical expects revenue growth of 11 to 14 percent in its first fiscal year beginning on April 1, 2015. Once the existing Uroplasty sales team is fully trained on the Vision-Sciences' product line, the new company is expected to achieve sustainable annual revenue growth of 15 percent beginning with its second fiscal year.