Patient Home Monitoring Announces completion of reverse take over and financing
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SAN FRANCISCO, CA, June 2 /CNW/ - Patient Home Monitoring (PHM or the "Company"), formerly International Health Partners Inc. (TSXV: DOC), a company focused on in-home cardiology healthcare services, today announced completion of the acquisition announced in October 2009 of all of the issued and outstanding shares of both Stancap Holdings I Limited and PHM DME Healthcare Inc. (the "Acquisition") PHM also announced that it has completed a private placement of common shares for gross proceeds of $4,523,140.
PHM will use these funds for working capital and investments in capital equipment necessary to penetrate the fast growing in-home healthcare diagnostics market in the US. The Company has changed its name to Patient Home Monitoring Corp. and will change its trading symbol to "PHM".
PHM also announced that it has it has entered into an agreement with YA Global Master SPV Ltd. ("YA Global") for the establishment of a $5 million equity drawdown facility (the "Facility") intended for acquiring capital equipment, specifically in-home testing devices. Under the Facility for a period of four years, the Company may at its discretion, from time to time, sell common shares to YA Global. PHM has secured this Facility in anticipation that demand for its services and associated in-home device supply requirements may be significant. This Facility gives PHM the ability to keep up with demand on an as-needed basis. Shares issued under the Facility will be qualified by prospectus. The Facility is subject to receipt of all regulatory approvals including that of the Exchange and applicable securities regulatory authorities.
"We're very excited to have completed this transaction. It is a key step for the company to achieve its potential," said Michael Dalsin, Chairman of PHM. "This financing comes at an excellent time in the company's life cycle. PHM will use this capital to aggressively penetrate the lucrative, Medicare-reimbursed market for in-home monitoring of patients on blood thinners in the United States. The equity drawdown facility gives PHM an added tool for financing in-home testing devices which result in revenue when placed with a patient."
Bloom Burton & Co. acted as agent for the private placement and received a cash commission equal to approximately seven percent of the gross proceeds of the private placement as well as that number of broker warrants equal to approximately seven percent of the number of Common Shares issued in the private placement. Each broker warrant is exercisable at the issue price of $0.20 per share for a period of five years.
Disinterested shareholders holding 793,223 common shares of the Company (representing approximately 65.7% of the issued and outstanding common shares on a pre-Acquisition basis) approved the Acquisition by way of written consent. Completion of the Acquisition and commencement of trading of the Company's common shares remains subject to final Exchange approval.
The Company anticipates its common shares will commence trading shortly on the TSX Venture Exchange (the "Exchange") as a Tier 2 issuer under its new trading symbol "PHM".
The Company's board of directors now consists of Michael Dalsin, Roger Greene, Gerard Jacobs and Nitin Kaushal. The Company's management now consists of Michael Dalsin, interim chief executive officer, Eric Larsen, interim chief financial officer and Roger Greene, corporate secretary.
Upon issuance of the final Exchange Bulletin, PHM's share capital will be comprised of the following:
- 59,554,380 common shares outstanding, - 1,673,541 broker warrants outstanding, and - 11,910,876 stock options reserved for issuance pursuant to the Company's stock option plan.
Of the outstanding share capital, an aggregate of 23,593,750 common shares are held in escrow pursuant to the terms of an escrow agreement entered into among the Company, Computershare Investor Services Inc. (the "Escrow Agent") as escrow agent and certain shareholders. Such common shares shall be released, subject to Exchange requirements, as to five percent upon completion of the Acquisition and issuance of the Exchange Bulletin, then as to an additional five percent on the date that is 6 months following the Exchange Bulletin, as to an additional 10 percent on the date that is 12 months following the Exchange Bulletin, as to an additional 10 percent on the date that is 18 months following the Exchange Bulletin, as to an additional 15 percent on the date that is 24 months following the Exchange Bulletin, as to an additional 15 percent on the date that is 30 months following the Exchange Bulletin, and as to the remaining 40 percent on the date that is 36 months following the Exchange Bulletin.
An additional 3,856,250 common shares are held in escrow in compliance with the Exchange's seed share resale restrictions. These securities are held in escrow by the Escrow Agent pursuant to an escrow agreement among PHM, the Escrow Agent and each of the relevant securityholders. The securities subject to this escrow agreement shall be released subject to Exchange requirements as to 10 percent upon completion of the Acquisition and then in 15 percent increments each six months thereafter. After deducting the costs of the acquisition and private placement, PHM will have net cash of $3,532,815.
Additional information concerning the Acquisition may be found in the Filing Statement dated April 30, 2010 prepared in accordance with the requirements of the Exchange and filed with the Exchange and applicable securities regulators on SEDAR. The Filing Statement is available to be publicly accessed at www.sedar.com.
PHM is a healthcare services company focused on providing in-home testing for patients on blood thinner medications such as Coumadin or warfarin. Medicare recently expanded reimbursement for in-home patient self testing (PST) of blood coagulation levels. PHM has a unique value proposition to cardiology groups that manage patients on blood thinners, focusing on systemization of enrolling patients in PST. This unique, systemized approach creates an opportunity for physician groups to operate more efficiently, while providing a higher standard of care for patients.
Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of PHM and anticipated events or results, are assumptions based on beliefs of PHM's senior management as well as information currently available to it. While these assumptions were considered reasonable by PHM at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the availability of funds and resources to pursue operations, decline of reimbursement rates, dependence on few payors, possible new drug discoveries, a novel business model, dependence on key suppliers, granting of permits and licenses in a highly regulated business, competition, low profit market segments as well as general economic, market and business conditions, and could differ materially from what is currently expected.
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.For further information: Michael Dalsin, Chairman, Patient Home Monitoring, Managing Director, Stanmore Capital Partners Inc., (323) 253-3055, firstname.lastname@example.org; Michael Moore, Investor Relations, Equicom Group, (416) 815-0700 ext. 241, email@example.com