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IN THE UNITED STATES./
MONTREAL, Oct. 30 /CNW Telbec/ - OPMEDIC GROUP Inc. ("OPMEDIC GROUP" or the "Company") (TSX: "OMG"), a healthcare-related company in fertility, laboratories and surgeries providing services and facilities to patients and surgeons, announced today that it has entered into an engagement letter with Laurentian Bank Securities Inc. (the "Underwriter"), pursuant to which the Underwriter has agreed to purchase, on a firm underwritten private placement basis, 1,050,000 common shares of the Company (the "Common Shares") at a price of $2.00 per Common Share for gross proceeds to the Company of $2.1 million (the "Offering"). The net proceeds from the Offering, which the Company estimates will amount to approximately $1.875 million, will be used to supplement OPMEDIC GROUP's financial resources and for general corporate purposes.
The Company will be filing a request for a ruling from Revenue Quebec confirming that the Common Shares to be issued pursuant to the Offering will be qualifying shares for a qualified mutual fund under the Québec Stock Savings Plan II.
OPMEDIC GROUP also announced today that the Underwriter has agreed to purchase, on an underwritten private placement basis, 550,000 Common Shares at a price of $2.00 per Common Share from the three founding doctors of the Company, namely Dr. Pierre St-Michel, President and Chief Executive Officer of the Company, Dr. Marc Villeneuve, a director of the Company, and Dr. Jean-Yves Fontaine, in each case directly or indirectly though their holding companies. The Company will not receive any of the proceeds from the secondary offering. Assuming and giving effect to the transactions contemplated by the Offering and the concurrent secondary offering, the Company will have 17,072,700 Common Shares issued and outstanding, of which Dr. Pierre St-Michel will own, directly and indirectly, 5,049,900 Common Shares representing 29.58% of all issued and outstanding shares, Dr. Marc Villeneuve will own, directly and indirectly, 5,189,350 Common Shares representing 30.40% of all issued and outstanding shares and Dr. Jean-Yves Fontaine will own, directly and indirectly, 1,355,650 Common Shares representing 7.94% of all issued and outstanding shares.
Closing of both the Offering and the concurrent secondary offering is expected to occur on or about November 20, 2009 and is subject to customary closing conditions, including receipt of all applicable regulatory approvals including the approval of the Toronto Stock Exchange.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About OPMEDIC GROUP
OPMEDIC GROUP is a company incorporated under the laws of the Province of Québec which provides healthcare-related services including surgical and endoscopic facilities and services to patients and surgeons (with its OPMEDIC division), fertility treatments, medical imaging, laboratory services and diagnostic procedures (with its PROCREA Cliniques division) and sperm banking services (with its PROCREA Cryopreservation Centre subsidiary). OPMEDIC GROUP's Common Shares trade on the Toronto Stock Exchange under the symbol "OMG".
This news release does not constitute an offer to sell or solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. This news release contains certain forward-looking statements that reflect the current views and/or expectations of OPMEDIC GROUP with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly.
This press release has not been approved by or submitted to the TSX,
which assumes no liability therefore.
Certain statements in this press release, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect the Company's and its subsidiaries' current expectations. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company's financial position and results of operations as at and for the periods ended on certain dates and to present 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 the Company and its subsidiaries, as well as the outlook for the North American economy, 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", "seeks", "intends", "targets", "projects", "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could". This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking statements, including perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances.
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 conclusions 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 the Company's and its subsidiaries' control, affect the operations, performance and results of the Company and its subsidiaries, and their businesses, 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: the impact or unanticipated impact of general economic, political and market factors in Canada, North America and internationally, interest and foreign exchange rates, global equity and capital markets, management of market liquidity and funding risks, changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates), the effect of applying future accounting changes (including adoption of International Financial Reporting Standards), business competition, operational and reputational risks, technological change, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, the Company's and its subsidiaries' ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Company's and its subsidiaries' success in anticipating and managing the foregoing factors.
The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the Company's and its subsidiaries' 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. Other than as specifically required by law, the Company undertakes no obligation to update 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, unless required to do so by applicable securities laws. Additional information about the risks and uncertainties of the Company's business is provided in its disclosure materials, including its most recent Management Discussion and Analysis of Operating Results and Annual Information Form, filed with the securities regulatory authorities in Canada, available at www.sedar.com.
SOURCE Opmedic Group Inc.
For further information: For further information: Jean-Marc LACHANCE, Vice President Finance and Chief Financial Officer, (514) 345-8535, x 2260, email@example.com