MARKHAM, ON, July 14, 2016 /CNW/ - Nightingale Informatix
Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today
announced it has entered into a definitive agreement to sell its
Canadian assets required to serve the Company's Canadian customers
(the "Business") to TELUS Health, Canada's largest health IT company, for a
purchase price of $14 million as well
as the assumption of certain working capital obligations, subject
to purchase price adjustments (the "Transaction").
The Transaction is expected to close subject to the satisfaction
of customary closing conditions including TSX Venture Exchange and
shareholder approval. A significant portion of the asset sale
proceeds will be used to repay the Company's secured debt which
currently totals approximately $10.4
million as well as other liabilities. The Company will
retain ownership of the intellectual property for its V10 (Nexia)
EMR platform and rights to use its claims clearinghouse and the
ability to use, commercialize or divest from such intellectual
property in the global markets outside North America. The Company also expects to
have unrecorded tax assets arising from accumulated loss
carry-forwards for Canadian tax purposes.
The sale represents a sale of substantially all of the Company's
Canadian assets (other than its V10 EMR Platform) and requires
shareholder approval in order to be completed.
"TELUS Health is Canada's most
established provider of Health IT solutions. We share their vision
for innovation, continuous improvement and the critical role
technology continues to play in evolving the healthcare system in
Canada," said Sam Chebib, Nightingale's CEO. "Our customers
can look forward to taking advantage of TELUS Health's wide range
of products and expertise, backed by a world-leading
telecommunications infrastructure."
In the event that the Transaction is ultimately approved and
completed according to the terms of the Agreement, the Company will
retain ownership of its V10 (Nexia) software technology and rights
to use its clearinghouse technology, as well as the rights to use,
commercialize or sell its rights in this technology anywhere in the
world excluding Canada. The
Company remains restricted from competing in the United States until October
2018.
Completion of the Transaction is subject to customary conditions
for a transaction of this nature, which include applicable
regulatory and TSX Venture Exchange approvals and the approval of
the Transaction by shareholders at a meeting of shareholders to be
called to consider and approve the Transaction. The Company has
scheduled August 30, 2016 for its
special meeting of shareholders and expects to mail out proxy
materials shortly. The outside date under the Agreement to satisfy
all conditions and close the Transaction is December 31, 2016.
The Company's Board of Directors after consultation with its
legal and financial advisors and having considered a number of
alternatives, has unanimously determined that the Transaction is in
the best interests of the Company and its shareholders, is fair
from a financial point of view, and is recommending that the
shareholders vote in favour of the Transaction.
Details of the Transaction and the post-closing plans for the
Company, and certain of the risks associated therewith, will be
disclosed in greater detail in the information circular of the
Company which the Company currently anticipates will be mailed to
the Shareholders July 21, 2016 for a
special meeting of Shareholders scheduled to take place on
August 30, 2016, with closing
expected to occur shortly thereafter. Certain directors and/or
senior officers of the Company and other shareholders, who
collectively own approximately 57% of the outstanding Nightingale
common shares, have entered into shareholder support agreements
wherein they have agreed to vote their shares in favour of the
Transaction.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial
advisor to the Board of Directors of the Company in connection with
the Transaction.
Copies of the definitive agreement, shareholder support
agreements and proxy materials shall be posted by the Company on
www.sedar.com in due course.
About Nightingale
For more than a decade, Nightingale (TSX-V: NGH) has been
delivering innovative cloud-based Electronic Health Record (EHR),
Practice Management and Claims Clearing House solutions to
healthcare organizations across Canada. Our goal is to
uncomplicate the day-to-day challenges of healthcare providers. We
achieve this by creating software that is truly
intuitive—minimizing training and maximizing adoption. We believe
so strongly in building easy-to-use software that we structured our
entire product team around user-centric design. Our clients are
benefiting from this focus through a well-supported and robust
solution that presents a holistic view of a person's well-being in
a simple, clean interface, so that the best health decisions can be
made. Nightingale – One Patient. One
Record. www.nightingalemd.com
Forward Looking Statements:
This press release contains "forward-looking statements"
within the meaning of applicable Canadian securities legislation.
Specifically, and without limitation, this press release contains
forward-looking statements and information relating to: the
anticipated benefits of the Transaction, the anticipated timing of
the Shareholder meeting, the anticipated timing for the closing of
the Transaction, the amount and timing of the completion of post
Transaction steps that are intended to ultimately lead to
distributions to Shareholders as well as the likelihood of such a
transactions occurring at all. Generally, forward-looking
statements can be identified by the use of forward- looking
terminology such as "plans", "expects" or "does not expect",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may" ,"could", "would", "might", "occur"
or "be achieved". Forward-looking
statements are subject to known
and unknown risks, uncertainties and other factors that may
cause the actual results to be materially different from
those expressed or implied by such forward-looking statements,
including but not limited to: risks associated with obtaining the
required approval of the TSXV and other approvals related to the
completion of the Transaction; the ability of Nightingale to
successfully develop and market the V10 platform and successfully
complete the sale of the Company following the completion of the
Transaction. All material assumptions used in making
forward-looking statements are based on management's knowledge of
current business conditions and expectations of future business
conditions and trends.
Although Nightingale has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Nightingale does not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
Further information on Nightingale Informatix Corporation is
available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Nightingale Informatix Corporation