TORONTO, Feb. 10 /CNW/ - DRM Ventures Inc. ("DRM") (TSX-V:DRM.P)
announced today an update on the progress to finalize the Qualifying
Transaction (the "QT") with AzureCare Limited ("AzureCare"), formerly known as Tellurian Healthcare Business Services, previously
announced on October 6, 2010.
"We are excited about moving forward with this merger and the QT," said
Amin Khalifa, CEO of DRM. "AzureCare is an amalgamation of a number of
existing assets in the US healthcare services market which is causing
the due diligence process to take a bit longer than a typical
transaction. However, I am confident that the value shareholders will
get from this transaction will make it very worthwhile."
"In preparation for the Qualifying Transaction, I am also pleased to
announce that we are adding two board members with extensive US
healthcare services experience to complete the transaction and add
significant value to the new board after the transaction."
With the execution of a share purchase agreement expected to close in
the coming days, Mr. Edward Dooling and Mr. Gordon McCauley will join
the Board of Directors of DRM. Concurrent with the appointment of
Messrs Dooling and McCauley to the Board, Messrs Stinson and Kaushal
will be retiring.
Mr. Dooling is Executive Vice President of Sales and Chief Growth
Officer of American Pathology Partners ("APP"), a nationwide network of
pathology laboratories. As co-founder of APP, Mr. Dooling secured $75
million in capital from New Enterprise Associates. Prior to his work at
APP, Mr. Dooling was President and CEO of Resonance Health (ASX:RHT), a
company that provides quantitative MRI based technology for the
diagnosis and monitoring of human disease. While there he successfully
grew sales by 555%.
Mr. McCauley is President and CEO of Allon Therapeutics (TSX:NPC), a
clinical-stage biotechnology company focused on developing drugs to
combat neurodegenerative diseases. Prior to becoming President of Allon
Therapeutics in 2004, Mr. McCauley worked with an institutional biotech
venture capital fund.
On the topic of finalizing the QT, Mr. Khalifa said, "While most of the
due diligence has been completed, DRM is awaiting final due diligence
on all documents relating to amalgamation of the underlying US assets
by AzureCare. Further, in advance of a QT, we will confirm that
AzureCare has executed annuity contracts for their new comprehensive
market offering. Lastly, once we understand the totality of revenue and
profits generated by these contracts and other prospects, we will
calculate the requirements for additional growth capital for the
"I expect that these issues will be covered in due course," continued
Mr. Khalifa, "and soon we will submit the required documentation to the
TSX Venture Exchange (the "Exchange") to seek approval for the QT."
A press release with further particulars relating to the proposed QT
will follow in accordance with the policies of the Exchange.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release. 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.
This news release may contain forward-looking statements that are based
on DRM's expectations, estimates and projections regarding its business
and the economic environment in which it operates. These statements are
not guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. Therefore,
actual outcomes and results may differ materially from those expressed
in these forward-looking statements and readers should not place undue
reliance on such statements. Statements speak only as of the date on
which they are made, and DRM undertakes no obligation to update them
publicly to reflect new information or the occurrence of future events
SOURCE DRM Ventures Inc.
For further information:
Chief Executive Officer
DRM Ventures Inc.