AIM Health Group Inc. to merge with Med-Emerg International Inc.



    
    Combined Annual Revenues Expected to Exceed Cdn$55 Million, Creating One
    of the Largest Medical Health Services Companies in Canada
    

    TORONTO, Oct. 22 /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 entered into a definitive agreement
pursuant to which AIM and MedEmerg will merge in an all-stock transaction.
Upon completion of the 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 and offer one of the most comprehensive
packages of medical health services in Canada. It is anticipated that the
synergies generated from this business combination could result in significant
revenue opportunities and cost savings. In addition, the combined company is
expected to create significant operating leverage and economies of scale.
Integration planning is already underway and, in that regard, the parties have
entered into an agreement to implement their integration strategy.
    The transaction will be completed by way of a court-approved Plan of
Arrangement (the "Plan") under the Business Corporations Act (Ontario).
Pursuant to the Plan, AIM will issue 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 upon completion. In addition,
Calian Technologies Ltd., the sole holder of Series 1 Special Shares of
MedEmerg, will exchange all of such shares for a convertible debenture of AIM
pursuant to the Plan. The Plan requires the approval of 66 2/3% of the votes
cast by the shareholders of MedEmerg at a special shareholders' meeting.
MedEmerg shareholders, who together hold approximately 70% of the outstanding
MedEmerg common shares, including Calian Technologies Ltd., have entered into
voting agreements to vote their shares in favour of the Plan. Two nominees on
behalf of MedEmerg have agreed to join the board of AIM following completion
of the transaction.
    The Plan is also subject to customary regulatory and court approvals,
including the listing approval of the TSX Venture Exchange. A termination fee
of Cdn$300,000 is payable to AIM by MedEmerg under certain circumstances
including if MedEmerg enters into a superior proposal transaction. In certain
other circumstances, AIM or MedEmerg may be entitled to expense reimbursement
from the other of up to Cdn$500,000.
    MedEmerg's financial advisor, Genuity Capital Markets, has provided an
opinion to the special committee of the board of directors of MedEmerg that
the consideration to be received by MedEmerg shareholders under the Plan is
fair from a financial point of view. The special committee appointed by the
board of directors of MedEmerg has unanimously recommended that the board of
directors approve the Plan and the board of directors of MedEmerg have
approved the Plan and concluded that the transaction is in the best interest
of MedEmerg. The board of directors of MedEmerg recommends that the MedEmerg
shareholders vote in favour of the Plan.
    Lu Michael Barbuto, President and CEO, of the AIM Health Group said, "I
believe 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".
    Michael Sinclair, Chairman of MedEmerg said, "We are excited about
partnering with AIM in creating a leading Canadian medical health services
company in Canada, and continuing the consolidation and development of medical
facilities across Canada. AIM's approach in delivering health care services
provides a great opportunity for the business and all of our employees".

    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.
    





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; Med-Emerg International Inc., Michael
Sinclair, Chairman, (905) 858-1368

Organization Profile

AIM HEALTH GROUP INC.

More on this organization

MED-EMERG INTERNATIONAL INC.

More on this organization


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