Biosign acquires 100% of QLINE Solutions Inc.
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES/
TORONTO, Jan. 8, 2014 /CNW/ - Biosign Technologies Inc. (TSXV: BIO) ("Biosign" or the "Company") is pleased to announce the execution of a Share Purchase Agreement (the "SPA") under which it has agreed to acquire 100% of the issued and outstanding shares of Peterborough, Ontario based QLINE Solutions Inc. ("QLINE"), a privately held Ontario corporation founded in 1985, QLINE produces the QCARE Integrated Product Suite, which is a comprehensive software platform, used primarily to manage medium-to-large companies in the Home Care and Extended Care industries. This transaction has been modified twice:
On July 11, 2013, Biosign announced that it had executed a term sheet pursuant to which it would acquire 51% of QLINE for a purchase price of $1.53 million (representing a total valuation for QLINE of $3 million), to be paid by way of $630,000 in cash and the issuance of 18,000,000 common shares of Biosign at an ascribed value of $0.05 per share.
On November 8, 2013, the Company announced that it had entered into an amended term sheet pursuant to which it would increase the percentage of QLINE to be acquired from 51% to 72%. The total purchase would now be satisfied with the previously agreed $630,000 in cash and by the issuance of 31,000,000 common shares of Biosign at an ascribed value of $0.05 per share. All other terms relating to the acquisition would remain the same as announced in the press release dated July 11th, 2013, including an option to acquire the remaining 28% of QLINE within 12 months for a combination of cash and shares.
On January 6, 2013, the parties executed a Share Purchase Agreement under which Biosign acquired 100% of QLINE for a total price of $3 million. The purchase was satisfied by way of $800,000 in cash, to be paid pursuant to a Promissory Note from the Company to the vendors, which stipulates payment in tranches between February 28, 2014 and May 31, 2014 and by the issuance of 44,000,000 common shares of Biosign at an ascribed value of $0.05 per share. The transaction is subject to receipt of all necessary regulatory approvals. The common shares to be issued to the vendors in connection with this transaction will be subject to a regulatory hold period of 4 months and 1 day, plus further contractual restrictions over a 24-month period. It is the intention of management that no new "Control Person" (as such term is defined by the TSX Venture Exchange) of the Company be created as a result of this transaction.
Biosign will operate QLINE as a wholly-owned subsidiary, while updating and integrating features from the QCARE, Qmobile and QPointofCare platforms with the next iterations of the Company's Healthanywhere™ and Pulsewave® technologies.
Biosign CEO Robert Kaul stated: "We are pleased to execute this Share Purchase Agreement and to be acquiring 100% of QLINE. In the several months since we initially announced our intention to invest in QLINE, we have been impressed by QLINE's leadership, products, their innovations in delivering mobile functionality and by their relationships with some of the largest operators in the fast-growing home care and extended care industries. QLINE is a profitable company with attractive margins and management believes that Biosign shareholders will benefit from the accretive nature of this transaction. It is for this reason that we took the step to acquire 100% of QLINE in a single transaction."
About Biosign Technologies Inc.
Biosign Technologies Inc. (TSXV: BIO) provides automated, software enabled health information solutions including the Pulsewave® Health Monitor and the Healthanywhere™ Patient monitoring / self-management platform. The Company's Pulsewave® Health Monitor solution enables pulse wave data collection for cardiovascular clinical decision support and self-care, while its Healthanywhere™ solution offers industry-leading remote patient monitoring and patient centred care management. The Company also offers a number of cardiovascular screening programs for consumers under its Heart Friendly™ brand, including Heart Friendly™ Practice, Heart Friendly™ Dentist, and Heart Friendly™ Fitness. For more information on Biosign, please visit www.biosign.com
This release contains forward-looking statements. Forward-looking statements, without limitation, may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and Biosign's actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. In the context of any forward-looking information please refer to risk factors detailed in, as well as other information contained in the company's filings with Canadian securities regulators (www.sedar.com).
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SOURCE Biosign Technologies Inc.For further information:
Biosign Contact Information:
Chief Executive Officer
Phone: (416) 218-9800 ext. 201