Mar 8 2010
Golf Trust of America, Inc. ("GTA") (NYSE Amex: GTA) announced that GTA's stockholders voted to approve the four proposals that were conditions to closing the previously-announced merger between GTA and Pernix Therapeutics, Inc. (“Pernix”) at a Special Meeting of Stockholders held earlier today. Holders of approximately 78.2% of Golf Trust outstanding common shares voted in favor of the proposal to issue the merger shares, or 99.2% of total shares voted. The combined company will be renamed Pernix Therapeutics Holdings, Inc. We currently anticipate the merger will close on March 9, 2010 and that trading will commence on the NYSE Amex under the symbol "PTX" on March 10, 2010.
“We believe that Pernix has a bright future as a fast-growing specialty pharmaceutical company with a debt-free balance sheet and attractive levels of historical profitability.”
Additionally, stockholders voted to approve an amendment to the Articles of Incorporation of GTA to enable the board of directors to effect reverse stock splits without stockholder approval to the full extent permitted by law. Holders of approximately 78.1% of GTA's outstanding common shares voted in favor of the amendment, or 99.1% of total shares voted. The board of directors has subsequently authorized a reverse split of our common stock on the basis of one GTA share for each two GTA shares outstanding prior to the reverse stock split, and this action will become effective when the merger closes.
GTA stockholders also voted to approve GTA's proposed 2009 Stock Incentive Plan. Holders of approximately 70.9% of GTA's outstanding common shares voted in favor of the proposal, or 89.9% of total shares voted.
As a sufficient number of votes were cast in favor of the merger related proposals, no further solicitation of proxies is required.
"We are gratified by the overwhelming shareholder support for a GTA-Pernix union," said Michael Pearce, Chief Executive Officer of GTA. "We believe that Pernix has a bright future as a fast-growing specialty pharmaceutical company with a debt-free balance sheet and attractive levels of historical profitability."
Cooper Collins, Chief Executive Officer of Pernix, added, "We are excited and confident as we enter the realm of publicly-traded companies. We welcome the GTA shareholders and look forward to introducing the Pernix track record of execution and opportunity to the investor community, beginning with our presentation to the 30th Annual Cowen and Company Health Care Conference at the Boston Copley Marriott on Wednesday, March 10th."
Source:
Golf Trust of America, Inc.