HET Htn Inc.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA


HTN Inc. ("HTN" or the "Company") (TSX VENTURE:HET) announces that, subject to
applicable regulatory and shareholder approval, it has entered into an asset
purchase agreement (the "Agreement") with an arm's length Ontario based private
corporation ("Privco"), to sell all or substantially all of the assets of HTN,
the majority of which are currently held in the wholly owned private subsidiary
HTN (Ontario) Inc. ("HTN Ontario") to Privco in exchange for cash (the
"Transaction").


Under the terms of the Agreement, HTN will receive up to $1.8 million dollars in
cash, with $1.6 million being received upon closing and an additional (a)
$100,000 and up to (b) $200,000 to be received one year after closing, based on
the retention of at least (a) 500 or up to (b) 1,000 of the Company's existing
clients at the end of the first year after closing of the Transaction.


It is management's current expectation that on conclusion of the Transaction,
the Company will use the proceeds received from the sale of its assets to
discharge any remaining liabilities of the Company, wind-up and dissolve HTN
Ontario and distribute the Company's remaining cash to its shareholders.
Management presently anticipates that it will maintain HTN as a public shell for
a possible future transaction to attempt to maximize shareholder value. In the
event that no suitable transaction for the public shell is found within a
reasonable period of time, management anticipates that it would seek shareholder
approval to wind-up and dissolve the Company.


An Annual and Special Meeting of Shareholders (the "Meeting") has been called
for August 30, 2011 to consider (i) the annual business of the Company; (ii) a
resolution which would approve the Transaction as contemplated in the Agreement;
and (iii) a resolution to approve the delisting of the Company from the TSX
Venture Exchange and listing on the NEX board of the TSX Venture Exchange. The
resolution to approve the Transaction must be approved by two-thirds of the
votes cast at the meeting.


The decision to sell substantially all of HTN's assets resulted from a lengthy
review of strategic alternatives available to the Company by the board of
directors of HTN. In their continuing efforts to preserve shareholder value, the
Company negotiated the Transaction which provides Shareholders with an
opportunity to realize value for their shares in the context of the Company's
present circumstances. Currently, the Company's revenue base is severely
threatened by recent changes to the availability of funding and the increasingly
prohibitive and expensive certification requirements, imposed on vendors, to
achieve such funding. With the newest certification program, clients will
receive funding for purchasing certified products as opposed to the Company's
existing products, unless they are certified. As a result, the Company is facing
the potential rapid loss of its client base to competing vendors with certified
products. Privco, a competing company with a certified product which is
significantly larger than HTN (in terms of annual revenues and resources), will
ensure the Company's current clients receive continuity in service and
additional product opportunities, including the opportunity to receive funding. 


Based on the Company's review of strategic alternatives, and after reviewing the
merits of the Transaction, the Company is of the view that the consideration to
be received for the Transaction from Privco is believed to be in excess of the
price that could be received through any other process in a reasonable
timeframe. In this context, the HTN board of directors believes the actions
announced today are in the best interests of HTN and its shareholders, as they
present the possibility of the Company's shareholders receiving a special
dividend out of the proceeds of sale of the Transaction. The board of directors
unanimously recommends that shareholders vote in favour of the Resolution.


The Agreement contains customary terms and conditions for an agreement of this
nature including the ability of the Board to respond to any superior proposals
that may be received prior to closing of the Transaction, and contains a
$100,000 break fee payable in certain circumstances. As part of the Transaction,
it is expected that certain members of the Company`s management team, employees
and contractors will receive offers of employment from Privco on comparable
terms to their current employment.


HTN anticipates that a proxy and information circular for the Meeting, which
will provide greater detail on the Transaction, including the anticipated amount
of the anticipated dividend, will be mailed to shareholders very shortly and
will be available at www.sedar.com.


About HTN Inc.

HTN Inc. (www.htninc.com), an acronym for Health Transaction Network, is a
medical/healthcare information technology company and software support
organization, which pioneered the use of on-line healthcare transaction networks
in the province of Ontario, Canada, where the company's head offices have been
located since the company's inception in 1994. With its flagship HERO(TM)
(Healthcare Electronic Resources On-line) and HERO(TM) CMS products, HTN Inc.
provides the latest in cost effective, computerized automation to medical
offices, clinics, hospitals and other medical facilities - providing users with
improved workflow, faster information retrieval and overall operating
efficiencies while seamlessly enabling them to electronically exchange/share
clinical and transactional information with other healthcare facilities,
providers, payers, insurers, patients, and suppliers.


READER ADVISORY: FORWARD-LOOKING STATEMENTS Certain information set forth in
this document, including management's assessment of HTN's future plans and
operations, closing of the Transaction, creating a shell company and declaration
of a special dividend, contain forward-looking statements. By their nature,
forward-looking statements are subject to numerous risks and uncertainties, some
of which are beyond these parties' control, including the impact of general
economic conditions, industry conditions, competition from other industry
participants, the lack of availability of qualified personnel or management,
stock market volatility and ability to access sufficient capital from internal
and external sources. Readers are cautioned that the assumptions used in the
preparation of such information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance should not
be placed on forward-looking statements. HTN's actual results, performance or
achievements could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurance can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what benefits that HTN will derive
therefrom. HTN disclaims any intention or obligation to update or review any
forward-looking statements, whether as a result of new information, future
events or otherwise. The Transaction may not close when planned or at all or on
the terms and conditions set forth herein. The completion of the Transaction is
subject to several risks including the failure of HTN to obtain the necessary
shareholder, regulatory and other third party approvals or satisfy the other
conditions to proceed with the Transaction.

Htn Inc. (TSXV:HET)
Historical Stock Chart
From Jun 2024 to Jul 2024

Htn Inc. (TSXV:HET)
Historical Stock Chart
From Jul 2023 to Jul 2024