Merged Company Will Provide Next-Generation,
Longevity Care Services that Support Aging in Place
Superconductor Technologies Inc. (STI) (OTCQB:SCON), a leader in
superconducting innovation, reported it entered into an updated,
definitive merger agreement with Allied Integral United, Inc.
(“Clearday”), a privately-held company dedicated to delivering next
generation longevity care and wellness services that support aging
in place, whereby a wholly-owned subsidiary of STI will merge with
and into Clearday in a stock-for-stock transaction with Clearday.
The merger agreement replaced the merger agreement that was
announced by the parties on March 3, 2020, which had expired.
Upon completion of the merger, STI will change its name to
Clearday, Inc. The merged company will focus on the continued
development of Clearday’s virtual, in-home care service – Clearday
at Home™, its membership-based daily care offering – Clearday
Clubs™, as well as the continued operation of Clearday’s existing
Memory Care America residential care communities.
The merged company will also focus on building a multi-channel
distribution system for products that focus on improving the health
and care of older consumers. One of these proprietary products
incorporates STI’s existing Sapphire Cryocooler as an enabling
technology for enhancing air quality in internal atmospheres, by
removing harmful particulates to mitigate aerosol transmission of
viruses and pathogens such as COVID-19, influenza, and other
diseases that pose a significant threat to the elderly.
No financing is required under the merger agreement.
“Clearday is dedicated to delivering the next generation of
longevity care and wellness services for people with dementia or
other cognitive deficit challenges, and that means making
high-quality care more accessible, affordable and empowering for
patients and those who love and care for them,” stated James
Walesa, Chief Executive Officer and Chairman of Clearday. “Based on
our experience operating highly-rated cognitive care communities,
we have now launched Clearday at Home, a virtual, in-home care
offering, and are preparing to launch Clearday Clubs™, a modern,
non-residential daily care service model, both of which support
aging in place. These affordable, high-quality care models get to
the heart of our belief that no one should be alone and without
support when dealing with cognitive decline conditions. Since first
announcing our intention to merge with STI in March of last year,
we have also made material progress in these businesses and in
commercializing an advanced air quality enhancement solution –
leveraging STI’s highly reliable and efficient Sapphire Cryocooler
technology – that we believe will be useful in our growth
plan.”
“Following an assessment of strategic alternatives, our Board of
Directors has concluded that a merger with Clearday offers an
excellent opportunity to create meaningful value for our
stockholders,” said Jeff Quiram, STI’s President and Chief
Executive Officer. “Having wound down our Conductus®
superconducting wire platform prior to the intended merger
announced last March, we have watched the Clearday team
successfully launch a unique virtual care solution that may be used
during a pandemic such as COVID-19. The pandemic has also increased
awareness of the need for innovative air purification technologies
for protection against airborne disease, and we believe the
Clearday transaction has the potential to monetize our proven
cryogenic cooler technology as a key enabler for these types of
solutions.”
About the Proposed Merger Transaction On a pro forma basis and
based on the number of shares of STI common stock to be issued in
the merger, the pre-merger STI stockholders will own approximately
3.6% of the post-merger combined company, determined on a
fully-diluted basis. The transaction has been approved by the
boards of directors of both companies. The merger is expected to
close in the third quarter of 2021, subject to the approval of the
stockholders of each company, as well as other closing conditions,
including, the Joint Proxy and Registration Statement for
solicitation of the stockholder approval and issuance of the shares
in the merger being declared effective by the U.S. Securities and
Exchange Commission. The merger agreement may be terminated by the
parties under certain circumstances.
Sanli Pastore & Hill provided an opinion to the Board of
Directors of STI as to the fairness, from a financial perspective,
of the exchange ratio to the STI stockholders. A.G.P./Alliance
Global Partners is acting as exclusive financial advisor to
Clearday on the proposed transaction.
Management and Organization Following the merger, James Walesa,
Chief Executive Officer and Chairman of Allied Integral United,
Inc. known as Clearday will be appointed to serve as the
post-merger combined company’s chairman, president and chief
executive officer. The board of directors for the post-merger
combined company will be comprised of five directors, with Clearday
nominating four of the five directors, three of who will be
independent, and Jeff Quiram. Clearday’s executive and management
team are to be appointed as the executive and management team of
the combined company. Members of the STI executive team are
expected to support the Clearday transition. Jeff Quiram, STI’s
Chief Executive Officer, is expected to be a director on the board,
but is not entering any employment or consulting agreements.
About Clearday, Inc. Clearday is an innovative longevity care
and wellness company, with a modern, hopeful vision for making high
quality care options more accessible, affordable, and empowering
for older Americans and those who love and care for them. Through
our subsidiary Memory Care America (MCA), we operate a network of
highly rated residential memory care communities in four U.S.
states. With our Clearday at Home™ and Clearday Clubs™ concepts, we
are bringing the same standard of excellence found in our MCA
residential facilities to in-home digital care and daytime-only
care models that are dramatically less expensive than residential
care options. Learn more about Clearday at www.myclearday.com.
About Superconductor Technologies Inc. (STI) Superconductor
Technologies Inc. is a global leader in superconducting innovation.
Since 1987, STI has led innovation in HTS materials, developing
more than 100 patents as well as proprietary trade secrets and
manufacturing expertise. For more than 20 years STI utilized its
unique HTS manufacturing process for solutions to maximize capacity
utilization and coverage for Tier 1 telecommunications operators.
Headquartered in Austin, TX, Superconductor Technologies Inc.'s
common stock is listed on the OTC QB market under the ticker symbol
“SCON.” For more information about STI, please visit
http://www.suptech.com.
Important Additional Information Will be Filed with the SEC In
connection with the proposed transaction between STI and Clearday,
the parties intend to file relevant materials with the SEC,
including a STI registration statement on Form S-4 that will
contain a combined proxy statement/prospectus/consent solicitation
statement. INVESTORS AND STOCKHOLDERS OF STI AND CLEARDAY ARE URGED
TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CLEARDAY, THE PROPOSED MERGER AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the proxy
statement/prospectus/information statement and other documents
filed by STI with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders will be able to obtain free copies of
the proxy statement/prospectus/information statement and other
documents filed by STI with the SEC by written request to:
Superconductor Technologies Inc. 9101 Wall Street, Suite 1300,
Austin, TX 78754, Attention: Corporate Secretary. Investors and
stockholders are urged to read the proxy
statement/prospectus/consent solicitation statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed
transaction. The information in the websites of STI and Clearday is
not incorporated into this press release and will not be
incorporated into such SEC filed documents.
No Offer or Solicitation This communication is not intended to
be and shall not constitute an offer to sell, the solicitation of
an offer to sell or an offer to buy or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation STI and its directors and
executive officers, and Clearday, and its directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from the stockholders of STI in connection with the
proposed merger. Information regarding the special interests of
these directors and executive officers in the proposed merger will
be included in the proxy statement/prospectus/information statement
referred to above. Additional information about STI’s directors and
executive officers is included in STI’s definitive proxy statement,
filed with the SEC on April 26, 2019. These documents are available
free of charge at the SEC website (www.sec.gov) and from the
Corporate Secretary of STI at the address above.
Forward-Looking Statements Any statements in this press release
that are not statements of historical fact constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
statements include, but are not limited to, statements regarding
the proposed merger and other contemplated transactions (including
statements relating to satisfaction of the conditions to and
consummation of the proposed merger, the expected ownership of the
combined company and opportunities relating to or resulting from
the merger), and statements regarding the nature, potential
approval and commercial success of Clearday and its product line,
the effects of having shares of capital stock traded on the OTC
Market, Clearday’s and the post-merger combined company’s financial
resources and cash expenditures. Forward-looking statements are
usually identified by the use of words such as “believes,”
“anticipates,” “expects,” “intends,” “plans,” “ideal,” “may,”
“potential,” “will,” “could” and similar expressions. Actual
results may differ materially from those indicated by
forward-looking statements as a result of various important factors
and risks. These factors, risks and uncertainties include, but are
not limited to: risks relating to the completion of the merger,
including the need for stockholder approval and the satisfaction of
closing conditions; risks related to STI’s ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed merger pending closing; the cash
balances of the combined company following the closing of the
merger; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger; the success and timing of regulatory submissions;
regulatory requirements or developments; changes in capital
resource requirements; and other factors discussed in the “Risk
Factors” section of STI’s most recent annual report, subsequent
quarterly reports and in other filings STI makes with the SEC from
time to time. Risks and uncertainties related to Clearday that may
cause actual results to differ materially from those expressed or
implied in any forward-looking statement include, but are not
limited to: Clearday’s plans to develop and commercialize its
future daily care centers and other non-residential daily care
services; Clearday’s commercialization, marketing and
implementation capabilities and strategy; developments and
projections relating to Clearday’s competitors and its industry;
the impact of government laws and regulations; and Clearday’s
estimates regarding future revenue, expenses and capital
requirements. In addition, the forward-looking statements included
in this press release represent STI and Clearday’s views as of the
date hereof. STI and Clearday anticipate that subsequent events and
developments will cause their respective views to change. However,
while STI and Clearday may elect to update these forward-looking
statements at some point in the future, STI and Clearday
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing STI’s or Clearday’s views as of any date subsequent to
the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210517005173/en/
For Clearday: Ginny Connolly ginny@myclearday.com |
1.210.451.0839
For STI: Moriah Shilton, or Kirsten Chapman, LHA Investor
Relations invest@suptech.com | 1.415.433.3777
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