Aptilon Announces Acquisition of Direct Medical Data, LLC and BLM Incorporated and Concurrent Private Placements
"DMD's healthcare provider marketing services complement and expand our existing access to physicians," said
DMD develops, markets and sells software applications that extract the value from healthcare provider databases which are licensed, sourced, or owned by DMD. DMD is a healthcare information company that provides comprehensive, accurate, and up-to-date medical and healthcare provider data. DMD has access to over 60 databases through licenses, strategic partnership or supplier relationships, representing the entire universe of medical/healthcare providers. DMD is a licensee of the American Medical Association (AMA) database. DMD assets include a permission-based email database that DMD has assembled of more than 500,000 unique healthcare practitioners. DMD's service offering is based on its enterprise-class, SQL relational database which enables DMD to create data-driven extracts that power client initiatives.
The purchase of the Purchased Assets has been made through DMD Marketing LP, a Delaware limited partnership (the "New LP"), and its wholly-owned subsidiary DMD Marketing Corp., a Delaware corporation ("Newco"), which are both indirect affiliates of Aptilon. The Purchased Assets include office equipment, accounts receivables, rights under various contracts, licenses and leases, intellectual property, books, records, files and other data and assets.
The total consideration for the Purchased Assets is estimated at US
The common shares of Aptilon issued pursuant to this acquisition are subject to a four-month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. The parties have agreed that certificates representing 7,500,000 of the 15,000,000 common shares of Aptilon will be put in escrow with an escrow agent for a period of one year. The escrow agreement provides for an early release of the shares in various circumstances including a take-over bid, an arrangement or a merger.
In their audited combined statement of Income for the year ended
For the six-month period ended
Subject to adjustments further to the transaction, pro-forma income statements indicates the EBITDA would be in excess of
This transaction is entirely at arm's length. No finder's fee is payable. Blackmont Inc. has acted as an advisor for the transaction.
Concurrent Private Placements -----------------------------
In connection with the purchase of the Purchased Assets, Aptilon has proceeded with a concurrent private placement of 4,545,455 common shares for an aggregate amount of CDN
The Corporation also issued to another investor dealing at arm's length a non convertible debenture in the amount of US
The proceeds of these private placements will be used to fund the cash portion of the purchase price of the Purchased Assets. The private placements and the issuance of bonus warrants are subject to final approval of the TSX Venture Exchange.
The securities issued under the private placements will be subject to a four month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange.
About Aptilon Corporation -------------------------
Aptilon enables pharmaceutical, biotech and medical device companies to effectively reach and interact with physicians via the Internet through its innovative AxcelRx(SM) Live video detailing (with company reps), virtual programs, peer selling and other sales and marketing programs. Leading health care companies have adopted Aptilon's ReachNet(SM) Physician Access Channel, driving tens of thousands of high-quality rep-physician interactions averaging eight to ten minutes in length. Aptilon provides the infrastructure necessary for sales representatives to build physician awareness, understanding and preference during ail stages of a product's life cycle, from pre-launch education through end stage support. For more information, visit www.aptilon.com.
AxcelRx(SM) and ReachNet(SM) are service marks of Aptilon Corporation.
Forward-Looking Statements --------------------------
This news release contains forward-looking information. These statements relate to future events or future performance and reflect managements current expectations and assumptions. Such forward-looking statements reflect managements current beliefs and are based on information currently available to management of Aptilon. A number of factors could cause actual events, performance or results to differ materially from the events performance and results discussed in the forward-looking statements. These forward-looking statements are made as of the date hereof and Aptilon does not assume any obligation to update or revise them to reflect new events or circumstances.
Neither 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.For further information: Denis Martineau, President, Aptilon Corporation, 1-888-544-8866, firstname.lastname@example.org; Ross Marshall, Investor Relations, The Equicom Group, (416) 815-0700 ext. 238, email@example.com; For U.S. Media: Mark Gleason, Aptilon Corporation, (847) 331-8628, firstname.lastname@example.org; For Canadian Media: Coriena Riendeau, Aptilon Corporation, 1-888-544-8866, email@example.com