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* Quest Diagnostics Incorporated (NYSE: DGX), the world’s leading provider of diagnostic information services, today announced that it plans to sell its HemoCue diagnostic products business, as part of the company’s strategy to refocus on diagnostic information services. HemoCue develops, produces and markets point-of-care testing systems. As a result, Quest Diagnostics will report 2012 and 2011 results for HemoCue and its OralDNA products business, which was sold in December, 2012, as discontinued operations in its report of fourth quarter 2012 results, and take related after-tax charges in discontinued operations for the estimated asset impairment associated with HemoCue and the loss on sale associated with OralDNA, totaling $89.5 million, or $0.56 per diluted share, in the period.
* Denison Mines Corp. (NYSE: DNN) the signing of a Binding Letter of Intent (the “Binding LOI”) pursuant to which Denison will acquire a portfolio of uranium exploration projects from Fission Energy Corp. (“Fission”) including Fission’s 60% interest in the Waterbury Lake uranium project, as well as Fission’s exploration interests in all other properties in the eastern part of the Athabasca Basin, its interests in two joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the “Assets”). Under the terms of the Binding LOI, Denison has agreed to offer shareholders of Fission 0.355 shares of Denison for each share of Fission held, conditional upon, among other things, certain assets of Fission being spun out to a new company (“NewCo”) to be held pro rata by current Fission shareholders (collectively, the “Transaction”). NewCo assets will include, among others, a 50% interest in the Patterson Lake South (“PLS”) property located in the western Athabasca Basin. The Transaction values the Assets at approximately $70 million based on the closing price of Denison as of January 15, 2013. Upon completion of the Transaction, shareholders of Fission will own approximately 11% of Denison.
The board of directors of Fission, following consultation with its financial and legal advisors, has approved the Transaction and recommends that Fission shareholders vote in favour of the Transaction. Fission’s board of directors has received a verbal opinion from Dundee Capital Markets that the consideration pursuant to the Transaction is fair, from a financial point of view, to Fission shareholders.
Transaction Benefits
Both Fission and Denison believe that the Transaction will provide a number of substantial benefits to the shareholders of both companies, including the following:
* After markets closed Tuesday, Pacific Ethanol, Inc. (Nasdaq: PEIX) has closed agreements to increase its ownership interest in the Pacific Ethanol plants and improve their debt position.
Under the terms of the agreements, the company purchased $21.54 million of secured term debt of the Pacific Ethanol plants and extended the maturity date of the purchased term debt from June 2013 to June 2016. The transactions also extend the maturity of the Pacific Ethanol plants’ $10.0 million secured revolving credit facility from June 2013 to June 2015.
The company also purchased an additional 13% ownership interest in New PE Holdco LLC, the entity that owns the Pacific Ethanol plants, for $1.3 million, increasing the company’s equity ownership to 80%. To fund these transactions, the company issued $22.2 million of senior unsecured notes, and five-year warrants to purchase an aggregate of 25.6 million shares of the company’s common stock.
Lazard Capital Markets LLC served as the sole placement agent in the current transaction. Further details are available in the company’s Form 8-K to be filed today with the Securities and Exchange Commission.
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