After the merger is completed, clickNsettle will be renamed Cardo Medical and will be headquartered in Los Angeles. The merger is expected to close in the third quarter of 2008, and the company intends thereafter to apply to have its shares listed on the American stock exchange.
Under the terms of the merger agreement, it is expected that clickNsettle shareholders will own approximately 5.56% of the combined company on a fully diluted basis upon consummation of the merger. Andrew Brooks, an orthopedic surgeon and the president and CEO of Cardo Medical, will be the CEO of the company following the merger.
Simultaneously with the signing of the merger agreement, Phillip Frost, former chairman and CEO of Ivax, and others invested $9.5 million in Cardo Medical. Certain other investors are expected to make up to an additional $4 million investment in Cardo Medical before the merger is consummated.
The current holders of Cardo Medical’s membership interests will own between 64.44% and 66.67% of clickNsettle following the merger, and the new investors in Cardo Medical will own between 27.78% and 30% of clickNsettle following the merger, in each case, depending on the total amount of the investment in Cardo Medical prior to the merger. The merger is subject to customary covenants and several conditions.