Brian Schachter Files Early Warning Report
MARKHAM, ON, Jan. 2, 2014 /CNW/ - Brian Schachter, the Chairman of the Board of Directors of Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Corporation") announced today that he has acquired 10,000,000 common shares of the Corporation (the "Common Shares") following the conversion of an unsecured convertible note in the principal amount of $2,500,000 (the "Note"). The issuance of the Note was first announced by the Corporation on November 21, 2013 and was completed on November 27, 2013. The Common Shares issued pursuant to the conversion of the Note were priced at $0.25 per Common Share.
As the conversion of the Note would result in Mr. Schachter becoming a "control person", as that term is defined under the rules of the TSX Venture Exchange (the "TSXV"), the TSXV required that shareholders of Nightingale approve the issuance of Common Shares in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. A special meeting was held on December 31, 2013 at which shareholder approval of the issuance was obtained. Votes attached to all Common Shares held by Mr. Schachter, as well as his affiliates and associates, were excluded from participating at the special meeting. The Corporation announced the results of the special meeting in a press release dated December 31, 2013.
Mr. Schachter converted the Note immediately after the special meeting and 10,000,000 Common Shares were issued to him. As result, Mr. Schachter's holdings of Common Shares increased from 15,069,447, or approximately 19.8% of all issued and outstanding Common Shares prior to the issuance of the Note, to 28,069,447, or approximately 29.6%. Prior to the special meeting, Mr. Schachter acquired an additional 3,000,000 Common Shares through the conversion of previously purchased debentures.
The issuance of Common Shares to Mr. Schacter pursuant to the conversion of the Note remains subject to final approval of the TSXV.
Nightingale is one of the fastest growing health care service and software companies in North America and is recognized as an industry leader in Web-based clinician and community based electronic medical records (EMR) serving the needs of small primary care practices, multi-physician outpatient clinics, and large scale regional health organizations and networks. Coupled with integrated practice management and transcription, Nightingale's comprehensive service offering allows customers to enhance patient care, increase revenue opportunities and optimize operations. Nightingale is continuously innovating and enhancing its services to meet the needs of its growing and diverse customer base. Nightingale - Healthcare connected. www.nightingalemd.ca
Forward Looking Statement
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. 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, level of activity, performance or achievements of Nightingale 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 Exchange approval of the issuance of common shares to Brian Schachter; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. 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. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
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 Brian SchachterFor further information:
Chief Financial Officer
Nightingale Informatix Corporation
Senior Account Executive, TMX Equicom
Tel: 416-815-0700 ext. 248