Radient Pharmaceuticals Corp (RPC) announced that it has entered into a letter of intent (LOI) to acquire Provista Diagnostics Inc (PDI), a Nevada corporation offering laboratory testing services that meet the Clinical Laboratory Improvement Act (CLIA) guidelines.

Radient Pharmaceuticals intends to acquire PDI, in a stock-for-stock transaction, when respective due diligence for both companies is successfully completed. The rationale for the merger is that PDI has all rights, patents and trademarks for diagnostic technologies that Radient Pharmaceuticals believes will strengthen and complement its core business. Pursuant to the LOI, Provista will become a wholly-owned subsidiary of Radient Pharmaceuticals.

The closing of the transaction is subject to customary closing conditions, including Radient Pharmaceuticals’ shareholder approval and securing satisfactory legal and operational due diligence by both companies. Radient Pharmaceuticals and Provista Diagnostics have sixty days to complete due diligence and agree to close the merger within the following ninety days, unless both parties mutually agree to extend the closing date for the purposes of receiving required shareholder approval. If the conditions to be satisfied are not fully met in a timely fashion, the merger contemplated by the LOI may not occur.

Provista Diagnostics Inc. is a healthcare and biotechnology development company located in Phoenix, Arizona, that provides innovative tests for early disease detection to medical professionals and patients. The Company’s product portfolio includes:

BT Test® – a diagnostic blood test that detects and measures the levels of key biomarkers that are associated with breast cancer.
LymPro Test® – a blood test designed to work with traditional diagnostic methods to assist doctors in a more timely and accurate diagnosis of Alzheimer’s disease.

RCP Test® – a diagnostic blood test for the possible presence of ovarian, uterine, and cervical cancer in women.
REDx™ – a diagnostic blood test to screen for Mild Cognitive Impairment, Alzheimer’s disease and other forms of dementia.

"The goal of this proposed merger is to build a more identifiable, broader and more profitable IVD testing business. The proposed merger represents a unique and high-value opportunity to expand CLIA testing services, test kit commercialization and research & development efforts for both RPC and PDI," said Douglas MacLellan, Chairman and CEO of Radient Pharmaceuticals. "PDI has established itself in the area of cancer diagnostics and CLIA laboratory testing, and the company’s scientific leadership and expertise represents a strong strategic fit with RPC’s existing organization. We look forward to aggressively advancing product commercialization, specifically as it relates to RPC’s Onko-Sure IVD cancer test in partnership with PDI."

"We are pleased at the prospect of joining and look forward to partnering with RPC to deliver on the promise of potentially life-saving cancer testing services and products to the medical and healthcare industry," said William Gartner, President and CEO of PDI. "Furthermore, we believe our combined knowledge, experience and product portfolio will offer significant market value."

Source: Radient Pharmaceuticals