Public Company Management Corporation (OTC:PCMC) announced it has entered into a non-binding letter of intent with Physicians Capital Management Corporation and its controlling shareholder, Conrad Ivie, M.D., regarding a potential business combination. The announcement was made in a press release statement included in a recent SEC filing.
According to the letter of intent signed on February 23, PCMC would acquire all outstanding shares of Physicians Capital Management Corporation, a Maryland-based company that acquires and develops healthcare facilities and leases them to healthcare operators under long-term net leases. In exchange, shareholders of Physicians would receive equity securities of PCMC.
The proposed transaction is intended to be structured as a tax-deferred reorganization, subject to due diligence, required approvals, and negotiation of a definitive agreement. The current terms contemplate that, upon closing and before any reverse stock split, former shareholders of Physicians would own about 80% of PCMC’s outstanding equity, while current PCMC shareholders would retain approximately 20%.
The letter of intent is non-binding except for certain provisions related to exclusivity, confidentiality, and related matters. Either party may terminate the agreement under specified conditions, including unsatisfactory due diligence or failure to reach a definitive agreement within the agreed period.
The transaction, if completed, would result in a change of control of PCMC. The parties have agreed that the post-closing board and management team would include Dr. Ivie and his designees, with Dr. Ivie expected to become Chairman and Chief Executive Officer of PCMC.
PCMC is currently a reporting shell company under the Securities Exchange Act. The company noted that, following the transaction, it would need to file a “Super 8-K” with detailed information about the combined entity. Securities issued in the transaction are expected to be restricted under Rule 144 and subject to applicable holding periods.
The letter of intent also includes an exclusivity period during which Physicians and its shareholder will not engage in discussions with third parties regarding alternative transactions.
The information is based on a press release statement included in a SEC Form 8-K filing.
