AIM Health Group Inc. and Med-Emerg International Inc. Announce Completion of Previously Disclosed Merger Transaction



    
    AIM and MedEmerg Combine to Form One of the Largest Medical Health
    Services Companies in Canada
    

    TORONTO, Jan. 20 /CNW/ - AIM Health Group Inc ("AIM") (TSX: AHG-V), a
fully integrated health care company, and Med-Emerg International Inc.
("MedEmerg") (OTCBB: MDER), one of Canada's leading providers of health
services, announced today that they have completed the previously disclosed
all-stock merger transaction. The combined company is expected to have annual
revenues in excess of Cdn$55 million and will be one of the largest Canadian
health services providers, offering one of the most comprehensive packages of
medical health services in Canada. It is anticipated that the synergies
generated from this business combination will result in significant revenue
opportunities and cost savings.
    The transaction was completed by way of a court-approved Plan of
Arrangement (the "Plan") under the Business Corporations Act (Ontario).
Pursuant to the Plan, AIM issued 0.78091 of an AIM common share for each
MedEmerg common share with the existing MedEmerg shareholders representing an
approximate 43% interest in the combined company. In addition, Calian
Technologies Ltd., the sole holder of Series 1 Special Shares of MedEmerg,
exchanged all of such shares for a convertible debenture of AIM. The Plan,
which required the approval of 66 2/3% of the votes cast by the shareholders
of MedEmerg at a special shareholders' meeting, received the overwhelming
support of the MedEmerg shareholders, with more than 90% of the votes cast in
favour of the transaction. Mr. David Kassie, Chairman and CEO of Genuity
Capital Markets and Mr. Sidney Braun, President of ROMlight International
Inc., both shareholders of MedEmerg, will be appointed to the Board of
Directors of AIM at its next annual shareholders' meeting.
    Lu Michael Barbuto, President and CEO, of the AIM Health Group said, "We
have spent the last three months working very closely with the management team
of MedEmerg. I believe more firmly than ever that the combined clinical
expertise and business talent of both companies will go a long way in creating
a very strong Canadian health care services company which can help address the
health care needs of Canadians. The addition of the MedEmerg services to our
already diverse array of health services will be beneficial to health
consumers, physicians and other key service providers. I look forward to
working with the members of the MedEmerg team and continuing to provide health
care solutions and growth to our new company".
    MedEmerg also announced that Dr. Ramesh Zacharias, its founder and CEO is
leaving MedEmerg after 25 years of service. Michael Sinclair, Chairman of
MedEmerg said, "MedEmerg would not be the success it is today without the
passion and efforts of Dr. Ramesh Zacharias. On behalf of the Board of
MedEmerg, we would like to thank Ramesh for his dedication and commitment to
MedEmerg."

    About AIM Health Group Inc.

    AIM is a fully integrated Canadian health care company that offers
comprehensive services to individuals that are ill, injured, or disabled, and
to individuals requiring lifestyle interventions to improve their quality of
life (wellness). This philosophy translates into a continuum of health
delivery where the individual's health care is integrated with the various
service providers through a complex public-private delivery model. This
continuum of care model is the core concept of AIM Health Group's integrated
service and delivery model.
    AIM's integrated business health delivery divisions integrate all aspects
of health care from clinical research, medical assessments, occupational
health, multi-disciplinary rehabilitation, medical acute care, family practice
and specialty clinics. AIM provides comprehensive health services through
dedicated professionals who are all part of a successful and growing
organization that fosters excellence in managing an individual's health
through clinical consensus contribution.
    AIM's audited revenue for its fiscal year ended December 31, 2007 was
approximately Cdn$29 million.

    (www.aimhealthgroup.com)

    About Med-Emerg International Inc.

    MedEmerg specializes in the coordination and delivery of health care
services in Canada. These services include an integrated chronic pain
management program, community-based infusion centers and health human resource
management, including physician and nurse staffing.
    Med-Emerg's audited revenue for its fiscal year ended December 31, 2007
was approximately US$22 million.

    (www.med-emerg.com)

    Caution Concerning Forward-Looking Statements

    Certain statements in this press release are forward-looking statements,
including, but not limited to, those relating to the proposed transaction, the
timing of the closing of the proposed transaction, annual revenues and other
statements that are not historical facts. These statements are based upon
certain material factors, assumptions and analyses that were applied in
drawing a conclusion or making a forecast or projection, including AIM's and
MedEmerg's experience and perceptions of historical trends, current conditions
and expected future developments, as well as other factors that are believed
to be appropriate in the circumstances. Forward-looking statements are
provided for the purpose of presenting information about management's current
expectations and plans relating to the future and readers are cautioned that
such statements may not be appropriate for other purposes. These statements
may include, without limitation, statements regarding the operations,
business, financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing objectives,
strategies and outlook of AIM and MedEmerg or the combined entity for the
current fiscal year and subsequent periods. Forward-looking statements include
statements that are predictive in nature, depend upon or refer to future
events or conditions, or include words such as "expects", "anticipates",
"plans", "believes", "estimates", "intends", "targets", "projects",
"forecasts", "seeks", "likely" or negative versions thereof and other similar
expressions, or future or conditional verbs such as "may", "will", "should",
"would" and "could".
    By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise to the
possibility that expectations, forecasts, predictions, projections or
conclusion will not prove to be accurate, that assumptions may not be correct
and that objectives, strategic goals and priorities will not be achieved. A
variety of material factors, many of which are beyond AIM's, MedEmerg's and
the combined entity's control, affect operations, performance, achievements
and results of AIM and MedEmerg or the combined entity that may be expressed
or implied by such forward-looking statements and could cause actual results
to differ materially from current expectations of estimated or anticipated
events or results. These factors include, but are not limited to: general
economic, industry and market segment conditions; equipment and labour
shortages and inflationary costs; changes in applicable environmental,
taxation and other laws and regulations, as well as how such laws and
regulations are interpreted and enforced; changes in technology; operating
risks, including risks inherent in the ability to generate sufficient cash
flow from operations to meet current and future obligations; increased
competition; stock market volatility; ability to maintain current and obtain
additional financing; and management's success in anticipating and managing
the foregoing factors. More specific risks include that the merged entity will
not be able to realize some or all of the expected synergies due to
incompatibilities in the merging businesses, the inability of management to
bring about such synergies or a changing business environment rendering such
synergies inadvisable or uneconomical, or risk of demand moving in a direction
away from the expected business model of the merged entity following
integration. In making these statements, AIM and MedEmerg have made
assumptions with respect to: expected cash provided by continuing operations;
future capital expenditures, including the amount and nature thereof; trends
and developments in the healthcare industry; business strategy and outlook;
expansion and growth of business and operations; accounting policies; credit
risks; anticipated acquisitions; opportunities available to or pursued by the
combined entity; and other such matters. Specifically, AIM and MedEmerg have
assumed, among other things, that the proposed transaction will receive the
required regulatory approval, that the other conditions to the transaction can
be satisfied in accordance with their terms and that AIM's and MedEmerg's
business partners will continue, and expand, their relationships with the
merged entity.
    The reader is cautioned that the foregoing list of factors is not
exhaustive of the factors that may affect Aim's and MedEmerg's forward-looking
statements. The reader is also cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue reliance on
forward-looking statements. Although the forward-looking statements contained
in this press release are based upon what management of AIM and MedEmerg
currently believes to be reasonable assumptions, actual results, performance
or achievements could differ materially from those expressed in, or implied
by, this forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking information
will transpire or occur, or if any of them do so, what benefits will be
derived therefrom. These forward-looking statements are made as of the date of
this release and, other than as specifically required by law, neither AIM nor
MedEmerg assumes any obligation to update or revise any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made, or to reflect the occurrence of unanticipated events,
whether as a result of new information, future events or results, or
otherwise.
    Additional information about the risks and uncertainties of AIM's and
MedEmerg's business is provided in their respective disclosure materials filed
with the securities regulatory authorities in Canada, available at
www.sedar.com.

    
    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.
    

    %SEDAR: 00014075E




For further information:

For further information: AIM Health Group Inc., Lu Barbuto, President
and Chief Executive Officer, (905) 475-3353; or Greg Van Staveren, Chief
Financial Officer, (905) 475-3353

Organization Profile

AIM HEALTH GROUP INC.

More on this organization

MED-EMERG INTERNATIONAL INC.

More on this organization


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