1
EXHIBIT 10.143
Board of Directors
BioShield Technologies, Inc.
November 10, 2000
Page 1
[BIOSHIELD LOGO]
5655 Peachtree Parkway - Norcross, Georgia 30092 - (770) 246-2000 - Facsimile
(770) 246-2199
November 10, 2000
VIA HAND DELIVERY
The Board of Directors
BioShield Technologies, Inc
c/o BioShield Technologies, Inc.
5655 Peachtree Parkway
Norcross, Georgia 30092
RE: LETTER OF INTENT TO SPIN OFF OF ELECTRONIC MEDICAL
DISTRIBUTION, INC. VIA ACQUISITION BY A GROUP OF ITS CURRENT
MANAGEMENT
Gentlemen:
This letter generally summarizes the current status of negotiations
concerning the possible purchase by a management group consisting of Timothy C.
Moses, Geoffrey L. Faux, Jacques Elfersy, Sharon Allred, Dr. Kevin Smith, and
Denean Rivera (the "MBO Group") of
2
Board of Directors
BioShield Technologies, Inc.
November 10, 2000
Page 2
Electronic Medical Distribution, Inc. ("eMD") from BioShield Technologies, Inc.
("BioShield" or "the Company").
Excepting paragraphs B, C and D below: (i) this letter is written
purely for the parties' mutual convenience to facilitate whatever further
negotiations may take place, and even after counter-signature by the Board if
Directors is not binding and creates no rights, liabilities, or obligations with
respect to BioShield or The MBO Group; (ii) absent the execution and delivery of
a finalized definitive agreement and/or series of agreements between BioShield
and The MBO Group (the "Definitive Agreement"), no party shall have any
obligation or liability to any other party in connection with the contemplated
transactions; and (iii) no party may rely upon any promises or representations
inconsistent with this paragraph.
A. Provisions of Definitive Agreement. In the event that a Definitive
Agreement results from further negotiations, the parties currently envision that
it may include, without limitation, the following fundamental elements:
1. The MBO Group, acting through a newly-formed legal entity or
otherwise, will acquire either the assets or stock of eMD,
through an asset purchase agreement, stock purchase agreement,
or merger agreement, as the parties may negotiate.
1.1 As consideration for the purchase, The MBO Group will provide
the Company with a one-year balloon note in an amount and upon
terms to be negotiated by the parties.
1.2 The Company and The MBO Group will allocate between BioShield
and eMD fixed costs and expenses on an equitable basis.
1.3 The ongoing operational expenses of eMD and BioShield (as
allocated) will be funded as budgeted and agreed by the
Executive Committee of BioShield.
1.4 BioShield will assign and eMD will assume the obligations of
BioShield under that certain Asset Purchase Agreement by and
among BioShield, AHT Corporation and others dated September
22, 2000 (the "AHT Purchase") as well as that certain
Settlement, DIP Financing and Escrow Agreement by and among
BioShield, AHT Corporation and others dated September 22, 2000
(the "AHT DIP"), as well as all incidental agreements, rights,
and responsibilities related thereto.
1.5 The MBO Group and BioShield shall make such representations,
warranties, and indemnity agreements as are customary in
transactions of this nature.
1.6 The consummation and closing of any Definitive Agreement may
be contingent upon, without limitation, the satisfaction of
each of the following requirements:
a. The MBO Group and BioShield may make such
investigations, as they shall desire; and the parties
shall furnish each other (or their respective
representatives) with such information as the other
may reasonably request.
3
Board of Directors
BioShield Technologies, Inc.
November 10, 2000
Page 3
b. All necessary governmental approvals shall have been
obtained, and no bona fide suit, action or other
proceeding shall be pending or threatened before any
court or governmental agency in which it is sought:
(i) to restrain, invalidate or set aside in whole or
in part, the transaction contemplated hereby; (ii) to
effect the right of BioShield or eMD to operate as a
going concern; or (iii) to obtain substantial damages
in connection with the consummation of the
transaction contemplated hereby.
c. BioShield shall have received a fairness opinion from
an investment or financial adviser acceptable to
BioShield stating, in sum and substance, that the
transaction contemplated hereby is fair to the
Company from a financial point of view.
d. BioShield and The MBO Group shall have completed and
been satisfied with their due diligence
investigations and appraisals regarding the assets
and business of the Company and eMD, including, but
not limited to, inquiries into regulatory compliance.
e. The board of directors of BioShield shall have
approved and consented to the consummation of the
transactions contemplated hereby and to be negotiated
in the Definitive Agreement.
B. Non-Solicitation. The Company shall not solicit the sale of eMD, or any
portion thereof, to any third party through January 31, 2001, or
through any later date established by a Definitive Agreement executed
between the parties on or before January 31, 2000, provided, further,
that nothing contained herein shall prevent the Company from entering
into or negotiating an unsolicited offer by a third party during this
period.
C. Conduct of Business. The MBO Group will not take any action outside of
the ordinary course of business that would adversely affect the
operations or value of eMD or BioShield.
D. Public Announcements. Except to the extent required by law, neither
party shall make any public announcement or other disclosure with
respect hereto or the transactions contemplated hereby or disclose the
terms hereof to any third party without the consent of the other, which
consent shall not be unreasonably withheld, provided, however, that
nothing contained herein will prevent any party from promptly making
all filings with applicable governmental entities that may, in its
reasonable judgment, be required or advisable in connection with the
execution and delivery of the this Agreement or the consummation of the
transactions contemplated by this Agreement so long as such party gives
timely notice to the other parties of the anticipated disclosure.
Please acknowledge the current status of our negotiations by signing
both copies of this letter as indicated below, and return an executed original
to any of the undersigned.
This Agreement may be executed in counterparts, which together shall
constitute a single Agreement.
4
Board of Directors
BioShield Technologies, Inc.
November 10, 2000
Page 4
Sincerely,
The MBO Group
/s/ Timothy C. Moses /s/ Jacques Elfersy
-------------------------- --------------------------
Timothy C. Moses Jacques Elfersy
/s/ Geoffrey L. Faux /s/ Sharon Allred
-------------------------- --------------------------
Geoffrey L. Faux Sharon Allred
/s/ Dr. Kevin Smith /s/ Denean Rivera
-------------------------- --------------------------
Dr. Kevin Smith Denean Rivera
Acknowledged effective this ______ day of November 2000.
BIOSHIELD TECHNOLOGIES, INC.
By:
-------------------------------
Name: Edward U. Miller
Title: Chief Operating Officer and Director