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Seal Holdings Corporation and OH, Inc. issued a press release on 12/22/98,
the text of which reads as follows:
FOR IMMEDIATE RELEASE
For OH, Inc. For Seal Holdings Corporation
Contact: Contact:
Name: Andrew Brimmer Name: James S. Goodner, CFO
Phone: (212) 371-5999 Phone: (561) 833-5111
OH, INC. AND SEAL HOLDINGS TO COMBINE THROUGH SHARE EXCHANGE
COMBINED PUBLIC COMPANY TO FOCUS ON OPERATING
AND MANAGING COMPREHENSIVE OUTPATIENT MEDICAL FACILITIES
Ft. Lauderdale, Florida (December 22, 1998) -- OH, Inc., a Florida corporation
which develops and operates sophisticated comprehensive outpatient medical,
diagnostic and surgical facilities, and Seal Holdings Corporation [OTC: SEAH]
today announced that they had entered into a share exchange agreement. Under
the agreement, shareholders of OH, Inc. will exchange all of their OH, Inc.
shares for newly issued shares of common and preferred stock of Seal,
reflecting 91% of the outstanding Seal shares on a fully diluted basis
(including taking into consideration outstanding options to acquire Seal
shares held by others). The combined company will focus on the delivery of
premium quality health care on a cost effective basis. The transaction is
expected to close on or about March 31, 1999.
At the closing of the transaction, Seal will issue 10,318,419 shares of Class A
Common Stock and shares of a new series of preferred stock convertible into
shares of Class A Common Stock equivalent to 20,000,000 shares to M. Lee
Pearce, M.D., chairman of OH, Inc. After closing, approximately 9% of Seal's
Class A Common Stock on a fully diluted basis will be owned by existing Seal
stockholders with the remaining 91% of Seal's Class A Common Shares owned and
controlled by Dr. Pearce.
The combined company will continue under the Seal name and will be
headquartered in South Florida. Dr. Pearce, a physician and health care
executive, will be chairman of the combined company. Thomas Ferguson, the
current chairman of Seal, will continue as a director of the combined company.
Other directors and officers will be designated by OH, Inc.
Dr. Pearce said: "This transaction allows us to accelerate our business
strategy to offer a new model of health care delivery. We believe
approximately 70% of all surgeries and an even larger percentage of
sophisticated diagnostic and medical procedures, such as magnetic resonance
imaging, complete cardiac workups, mammography with stereotactic biopsy and
others, are currently being performed on an outpatient basis, rather than in
acute care hospitals. Our existing and planned state of the art facilities
will allow us to benefit from this trend by delivering premium quality
medical and surgical care, on a cost effective basis, in a patient- and
physician-friendly setting. We believe that these sophisticated
comprehensive outpatient medical, diagnostic and surgical facilities, which
are designed to cater to the needs of physicians, surgeons, and their
patients with innovative medical, surgical and informational technology,
offer a vision of the future for health care delivery as we enter the
21st century."
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Thomas Ferguson, current chairman of Seal Holdings, said: "Our transaction
with OH, Inc. positions Seal to participate in the growth and proliferation
of transactions in the health care services and life sciences industries. As
we approach the new millenium, we believe Seal shareholders will benefit from
the industry leadership, experience and innovation of Dr. Pearce and his team
as they build a multifaceted company."
OH, Inc. has recently opened its first facility in Broward County.
In connection with that facility, OH, Inc. expects to incur considerable
start up expenses during the next year and therefore the combined companies
expect to report net operating losses in 1999.
Seal Holdings Corporation identifies, structures and finances development
stage companies in growth industries.
OH, Inc. currently provides health care services through the development and
operation of state of the art, sophisticated comprehensive medical, surgical
and diagnostic outpatient facilities and through affiliated group practices.
# # #
Statements about Seal's and OHI's future expectations, including without
limitation, future revenues and earnings, plans and objectives for future
operations, future agreements, future economic performance, operations and
all other statements in this press release other than historical facts are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934,
and as that term is defined in the Private Securities Litigation Reform Act
of 1995. Seal and OHI intend that such forward-looking statements be subject
to the safe harbors created thereby. Since these statements involve risks and
uncertainties, including but not limited to economic, competitive,
governmental, contractual and technological factors affecting Seal's and
OHI's operations, markets and profitability, actual results could differ
materially and adversely from expected results.
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