Medworxx Announces Letter of Intent to Acquire HealthCast Inc.



    TORONTO, July 3 /CNW/ - Medworxx Solutions Inc., (TSX-V: MWX), the makers
of a strategic software platform that hospitals use to communicate, aggregate,
and analyze knowledge, announced that it has issued a Letter of Intent (LOI)
to acquire all of the issued and outstanding stock of HealthCast Inc. of
Boise, Idaho, the leading provider of enterprise access management and single
sign-on solutions for hospitals.
    The acquisition will be accretive to Medworxx upon closing. The products
and companies have customer proven strong synergistic value.
    HealthCast has focused on integrating diverse hospital systems to give
physicians and nurses secure access to information and more time to care for
their patients. Combining HealthCast's clinical desktop manager with Medworxx'
knowledge-management solutions creates a unique platform for hospitals to
capture new benefits from their current system investments. In today's
environment, the power of the combined offering will help hospitals achieve
their most critical goals - patient privacy, data security, knowledge
management, workforce satisfaction and employee productivity", said Joan Mehn,
CEO, HealthCast.
    The Medworxx web-based knowledge management platform combined with the
HealthCast integration and single sign-on platform will provide both nurses
and physicians with the ability to seamlessly access their applications,
knowledge and data in a simple way. This is a big issue in hospitals today.
"Medworxx' growth strategy is focused on a combination of organic growth and
acquisitions. HealthCast will be the 3rd acquisition for Medworxx since its
inception in 2004. We know that the HealthCast products will be attractive to
the Medworxx customers and we know the Healthcast customers will want the
Medworxx products. The value will be easily recognized by our combined install
base and the expectation is that this will increase sales volume in a rapid
fashion", said Dan Matlow, President & CEO, Medworxx. "The combined company
will have over 115 customers representing more than 300 hospitals across North
America, providing strong up-sell opportunity.
    The purchase transaction will be a combination of cash and shares.
Medworxx will issue 14,231,461 shares for the 9,551,316 common shares of
HealthCast Inc. In addition, 1,457,084 HealthCast options can be exchanged for
2,171,055 Medworxx options. These Medworxx options will have a $0.09 strike
price. The cash portion of the transaction will not exceed $1,440,000.
    The closing of this transaction is subject to the completion of a
financing which is being led by Loewen, Ondaatje, McCutcheon Limited. It is
also subject to due diligence review and typical closing conditions for a
transaction of this nature.

    About Medworxx:

    Founded in 2004 and publicly traded on the TSX Venture Exchange, Medworxx
makes a strategic software platform that hospitals use to communicate,
aggregate, and analyze knowledge. Headquartered in Toronto, Ontario, Medworxx
products are used by more than 400,000 people at over 250 hospitals across
North America. Medworxx: our market is healthcare, our vertical is knowledge.
For more information, visit www.medworxx.com

    About HealthCast, Inc.:

    HealthCast is a leading provider of identity and access management
solutions. Its well-recognized single sign-on product, eXactACCESS, integrates
hospital applications and advanced authentication technologies, manages shared
workstations, and provides secure roaming sessions for clinical users. Founded
in 1996, HealthCast is solely focused on meeting the unique needs of
healthcare providers. Renowned for its excellent client service, HealthCast is
headquartered in Boise, Idaho and serves healthcare customers around the U.S.
For more information about HealthCast, Inc. visit www.gohealthcast.com

    This press release contains forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of words such
as "plans", "expects" or "does not expect", "is expected", "estimates",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or be
achieved.
    Forward-looking statements involve known and unknown risks, uncertainties
and other factors, such as competition, technological changes, the changing
needs of hospitals, the financial condition of the Company's current and
potential customers, foreign currency exchange rates, as well as general
economic conditions, which may cause the actual results, performance or
achievements of the Corporation and Medworxx to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied by the
forward-looking statements contained in this press release. There can be no
assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue reliance on
forward-looking statements.

    %SEDAR: 00024567E




For further information:

For further information: Dan Matlow, President and Chief Executive
Officer, Phone: (416) 642-1278, Fax: (416) 847-0037, info@medworxx.com; 121
Richmond Street West, Suite 700, Toronto, Ontario, Canada, M5H 2K1

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MEDWORXX INC.

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