Biosign acquires 50% of Edgewater Employee Services Inc.
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES/
TORONTO, June 9, 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 50% of the issued and outstanding shares of Toronto-based Edgewater Employee Services Inc. ("EESI"). EESI is a corporate healthcare benefits adjudicator and preferred provider network ("PPN") for paramedical benefits in Canada, providing services including physical therapy, registered massage therapy, chiropractor and other allied healthcare services.
EESI earns a percentage of the annual membership fee for each employee enrolled, while, cloud based software used by EESI can automate the adjudication of claims, reducing costs and errors. EESI earns a commission on every claim adjudicated through the EESI software system.
Currently, EESI customers have access to over 100 allied health clinics across Canada. It is expected that EESI will be able to sign additional health clinics into the PPN, and with software upgrades from within Biosign's portfolio of healthcare software solutions, further options will be made available to clinics and employers to enhance their services to employees. Biosign will operate EESI in partnership with Hamilton-based ptHealth, while updating and integrating features from EESI into our ClinicServer® and PencilThat™ platforms creating a comprehensive employer services software system.
The total purchase price of $197,500 will be satisfied by the issuance of 3,950,000 common shares of Biosign at an ascribed price of $0.05 per share, being a premium to the market price at the execution date of the SPA. This transaction is subject to receipt of all necessary regulatory and government 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 while certain selling activities are contractually restricted over a 24-month period.
In connection with this transaction, Biosign entered into a consulting and business development agreement with Edgewater Financial Group Inc. and Kearns Investment Corporation (jointly the "Consultant") for a term of 3 years. Under this agreement, the Consultant will receive a monthly base fee of $5,000 payable in arrears and performance fees ("Success fees"), paid in the form of Share Purchase Warrants up to a maximum of 6.5 million warrants, exercisable to purchase one common share of Biosign at an exercise price which is the greater of $0.10/share or the lowest price permitted by the Toronto Venture Stock Exchange at the date of grant. The warrants will be valid and excisable for three years from date of grant. Success fees will be paid based on the number of customers enrolled.
Biosign CEO Robert Kaul commented: "We are pleased to announce this acquisition and welcome the team at EESI to the Biosign family. The combination of the EESI benefits adjudication software, fraud protection system and significant cost reductions for employers, combined with our Clinicserver online scheduling and billing capabilities will create a seamless platform upon which an employee will be able to book a paramedical appointment, schedule it, have the appointment pre-adjudicated, attend the clinic and see the service paid for completely automatically, with no forms to fill out. With this acquisition, Biosign completes it's previously announced strategy of acquiring a full suite of innovative, in-production software solutions that can be combined in novel ways to solve several unmet needs in the market."
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: Robert Kaul, Chief Executive Officer, Biosign Technologies, Phone: (416) 218-9800 ext. 201, Email: firstname.lastname@example.org