Xcorporeal, Inc. (Pink Sheets:XCRP) (the “Company” or “Xcorporeal”)
announced today that on December 14, 2009 it signed an asset purchase
agreement (the “Purchase Agreement”) with National Quality Care, Inc.
(“NQCI”, and together with the Company, the “Sellers”), and Fresenius
USA, Inc. (the “Purchaser”), a Massachusetts corporation and a wholly
owned subsidiary of Fresenius Medical Care Holdings, Inc., to sell
substantially all of the assets of the Sellers to the Purchaser for an
aggregate cash purchase price of $8,000,000 (the “Purchase Price”) and
certain additional royalty payment rights. The Purchase Price will be
payable to the Sellers in three installments. The Company’s board of
directors has unanimously approved the Purchase Agreement.
The sale represents the conclusion of a process to sell substantially
all of the Company’s assets. The closing is scheduled to occur on or
before February 28, 2010.
In addition, the Purchaser will pay royalties to the Sellers during the
life of the patents included in the HD WAK Technology being transferred
to the Purchaser, as well as royalties to the Sellers during the life of
the patents included in the supersorbent technology being transferred to
the Purchaser.
The Purchaser also granted the Sellers an option to obtain a perpetual,
worldwide license to the supersorbent technology in healthcare fields
other than renal, in exchange for certain consideration to be paid to
the Purchaser in the event of the exercise of the option. The option
will be exercisable during the twelve-month period following the
Purchaser’s receipt of regulatory approval for the sale of a
supersorbent product in the United States or European Union.
The closing of the assets sale will be subject to certain closing
conditions, including approvals by a majority of each of the Sellers’
stockholders. The assets sale is a key step in establishing a
liquidating trust for the sole purpose of a contemplated complete
liquidation of the Company. Shareholder approval will also be required
for the plan of liquidation.