Ossen Innovation Signs Deal To Buy Stake In China-based Medical Device Company

(RTTNews) - Ossen Innovation Co., Ltd. (OSN) said it has entered into a non-binding letter of intent or LOI with America-Asia Diabetes Research Foundation, a California corporation that owns 90.27 percent of the equity interests of San MediTech (Huzhou) Co. Ltd. Ossen Innovation is a China-based manufacturer of an array of plain surface, rare earth and zinc coated pre-stressed steel materials,

Pursuant to the LOI, Ossen Innovation intends to acquire all of the issued and outstanding equity interests of the America-Asia Diabetes Research Foundation in exchange for 81.24 million of the company's ordinary shares. Upon completion of the acquisition, Ossen Innovation would indirectly own 90.27 percent of San MediTech.

San MediTech is a China-based medical device company engaged in the research, development and marketing of glucose control products, and the shareholders of the Foundation.

San MediTech's proprietary Dynamic Glucose Monitoring System or DGMS provides continuous, real-time monitoring of glucose level in diabetes patients, with two patents granted in China and several patents pending both in China and the U.S. DGMS has been approved by the China Food and Drug Administration and has entered into clinical trials in the U.S. for DGMS.

In connection with the acquisition, Ossen plans to spin off its existing pre-stressed steel manufacturing business, including all existing liabilities, immediately following the completion of the acquisition.

The company expects that an entity affiliated with Dr. Liang Tang, Chairman of the company, will acquire all of the equity of the company's wholly-owned subsidiary that indirectly owns all of the company's existing operating subsidiaries.

This will be in exchange for the forfeiture and cancellation of all 11.89 million ordinary shares of the company currently held by Dr. Tang. The exact structure of the spin-off transaction will be subject to negotiations between the company and Tang.

Ossen Innovation expects that if the acquisition and spin-off transaction are consummated as currently contemplated, its current shareholders other than the Chairman will own about 8.9 percent of the issued and outstanding ordinary shares of the company following the consummation of such transactions. The selling shareholders will own about 91.1 percent of the issued and outstanding ordinary shares.