Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

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Subsequent Events
6 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 SUBSEQUENT EVENTS

On August 2, 2012 (the “Closing Date”), we entered into a stock purchase agreement pursuant to which we acquired all of the outstanding stock of Farmadiet Group Holding, S.L., a Spanish company (“Farmadiet”) engaged in the development, manufacture, marketing, and sale of pharmaceutical, nutraceutical, and veterinary products in Europe (the “Transaction”).

In connection with the Transaction, we agreed to pay an aggregate purchase price of €13.5 million (US $16.8 million), of which (i) €6.75 million (US $8.4 million) was paid in cash at closing, and (ii) €6.75 million (US$ 8.4 million) (the “Deferred Payment”) will be paid, at our option, in cash or shares of our Common Stock, as follows: (x) €3.376 million (US$4.2 million) to be paid on the first anniversary of the closing date; and (y) €3.376 million (US$4.2 million) to be paid 18 months after the closing date. In the event we elect to pay the Deferred Payment in shares of Common Stock, the number of shares issuable shall be calculated using the average closing sales price per share of our Common Stock as reported on the NYSE for the ten trading days immediately preceding the applicable payment date. We have the right to hold back up to €2.8 million (US$3.5 million) from the Deferred Payment to satisfy indemnity claims.

In connection with the Transaction, we also entered into two ancillary transactions (the “Ancillary Transactions”). In exchange for a forty percent interest held by one of the sellers in one of Farmadiet’s subsidiaries, we agreed to issue up to an aggregate of 250,000 shares of our Common Stock, of which (a) 125,000 shares were issued on the closing date, and (b) 125,000 will be issued upon achieving certain milestones. In addition, we acquired an interest held by an affiliate of a seller in a product in development in exchange for which we agreed to pay up to an aggregate of €1.0 million (US $1.3 million) payable at our option in cash or shares of our Common Stock, of which (a) €0.25 million (US$0.3 million) was paid at closing through delivery of 70,421 shares of our Common Stock, and (b) €0.75 million (US$1.0 million) will be paid in cash or shares of our Common Stock upon achieving certain milestones. The number of shares of our Common Stock issued is determined based on the average closing sale price for our Common Stock on the NYSE for the ten (10) trading days preceding the required payment date.

We have reviewed all subsequent events and transactions that occurred after the date of our June 30, 2012 consolidated balance sheet date, through the time of filing this Quarterly Report on Form 10-Q.