TORONTO, April 2, 2012 /CNW/ - Biosign Technologies Inc. (TSXV: BIO) ("Biosign") is pleased to announce today that it has entered into a letter of intent dated April 1, 2012 (the "Letter of Intent") with EasyMed Services Inc. (CNSX: EZM) (OTCBB: EMYSF) ("ESI") to complete a business combination (the "Transaction"). ESI, a public company with headquarters in Geneva, Switzerland, provides technology solutions for healthcare organizations to enable the delivery of healthcare services on mobile devices. Upon completion of the Transaction, it is intended that the combined entity will continue to carry on the business of ESI.
Transaction Summary. It is currently contemplated that the Transaction will be completed by way of an amalgamation or arrangement between Biosign and ESI (the resulting entity being, the "Resulting Issuer"). Biosign is governed by the Business Corporations Act (Ontario) and ESI is governed by the Business Corporations Act (British Columbia). In connection with the Transaction, it is contemplated that ESI will continue from the Province of British Columbia to the Province of Ontario. The Transaction is an arm's length transaction and will constitute a reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "ESI Healthcare Inc." or such other name as may be determined by the parties.
Under the Transaction, based on the current number of outstanding common shares of Biosign, each outstanding common share of Biosign will be exchanged for common shares of the Resulting Issuer on an approximately 5.7 for one basis. The exchange ratio is based on a deemed price of approximately $0.17 per common share of Biosign and a price of $1.00 per common share of ESI. Assuming that the current number of outstanding common shares of Biosign is outstanding immediately prior to the closing of the Transaction, the total number of Resulting Issuer common shares to be issued to Biosign shareholders will be approximately 15,600,000. As a result of the Transaction, each outstanding Biosign warrant and option to acquire Biosign common shares will be exercisable into common shares of the Resulting Issuer on the same terms and conditions as the original Biosign warrant or option, adjusted to give effect to the applicable exchange ratio.
Under the Transaction, based on the current number of outstanding common shares of ESI, each outstanding common shares of ESI will be exchanged for common shares of the Resulting Issuer on a one for one basis. Assuming that the current number of outstanding common shares of ESI is outstanding immediately prior to the closing of the Transaction, the total number of Resulting Issuer common shares to be issued to ESI shareholders will be approximately 31,100,000. As a result of the Transaction, each outstanding ESI warrant and option to acquire ESI common shares will be exercisable into common shares of the Resulting Issuer on the same terms and conditions as the original ESI warrant or option, adjusted to give effect to the applicable exchange ratio.
Following the completion of the Transaction (based on the outstanding share capital of each of Biosign and ESI as of the date hereof), approximately 47,000,000 common shares will be issued and outstanding, of which Biosign shareholders will hold common shares representing approximately 33% of the outstanding common shares of the Resulting Issuer. The parties intend that the outstanding common shares of the Resulting Issuer will be listed on the TSX-V following completion of the Transaction.
The Letter of Intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature, together with a break fee in the amount of $500,000, payable in common shares or cash to be determined by the payor), the completion of a private placement by Biosign for gross proceeds of not less than $2,000,000, the completion of satisfactory due diligence investigations by each party, the approval of the shareholders of Biosign and ESI and TSX-V acceptance.
Information Concerning ESI. In 2006 ESI was founded as a Swiss corporation. Its initial product - still producing revenue today - was a proprietary database which tracked the development and testing of pharmaceutically significant compounds. The database was sold by subscription to large financial funds and pharmaceutical companies that got critical information from which to make their investment decisions.
Flowing from the exposure to the medical/scientific world, ESI created the social networking site Bionation. This is a free, active social networking website for the healthcare industry. Bionation has over four thousand medical professional members who visit the website to interact and develop market intelligence on the sector. Members share their medical findings, note new observations, and ask questions to connect medical knowledge from every corner of the sector.
While building the database, the company's founders became interested in the growth of "telemedicine". They began by developing a "reminder" system for mobile phones that cued patients to take their medicines. This system was deployed in Switzerland into clinics and pharmacies.
This exposure to mobile Health, "mHealth," led to an investment into the company by Swiss-based Technology billionaire George Koukis (Principal of Temenos, a banking software company). Koukis expedited the creation of a software development centre in India dedicated to ESI's cutting edge health technology platform and the creation of a range of mobile health applications including a drug interaction mobile application as well as a country to country drug equivalency application. Both were built for multiple mobile phone platforms.
In 2010, ESI began trading as a public company on the Canadian National Stock Exchange. Dual listings in the United States and Germany followed. That year, ESI collaborated with the University Hospital in Geneva to test its Easy SmartCare product, which combined reminders with the capacity to send patient instructions and to retain patient files on mobile phones. The test involved 3,000 patients and provided significant benefit in reducing missed appointments.
The ESI technology platform is market ready right now: no further core development is needed. The platform was designed with module architecture so clients can choose the features they need. No development is required to match the client's individual workflow; only configuration.
Board of Directors of Resulting Issuer. Under the terms of the Letter of Intent, Biosign will appoint three members to the Board of the Resulting Issuer and ESI will appoint four members to the Board of the Resulting Issuer. Information on the proposed directors will be provided in due course.
Sponsorship. The Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted. Biosign intends to apply to the TSX-V for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date.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.
Further details concerning the Transaction, ESI (including additional financial information and technical information respecting the assets of ESI) and other matters will be announced if and when a definitive agreement is reached.
Investors are cautioned that, except as disclosed in the Management Information Circular 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 Biosign should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
About Biosign Technologies Inc.
Biosign Technologies Inc. (TSXV: BIO) provides biomedical systems. Key applications include intelligent systems for noninvasive monitoring of common health risks associated with blood pressure, glucose, and medication. The core technology combines measurement, analysis, and rapid knowledge formation to support health monitoring across global markets. The UFIT® medical device technology powers quality data collection and analytics for clinical diagnostics, self-care, wellness, disease state evaluation & management, and remote patient monitoring. For more information on Biosign, please visit www.biosign.com
This release contains forward-looking statements. Forward-looking statements, without limitation, may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and Biosign's actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. In the context of any forward-looking information please refer to risk factors detailed in, as well as other information contained in, Biosign's filings with Canadian securities regulators (www.sedar.com).
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Scott Jenkins, CEO
Biosign Technologies Inc.
Phone: (416) 218-9800 ext. 234
Email: [email protected]
Jared Scharf, CFO
EasyMed Services Inc.
Phone: (416) 662 3971
Email: [email protected]
Bay Street Connect
Phone: (416) 900-3230
Email: [email protected]