TORONTO, Jan. 22, 2016 /CNW/ - Biosign Technologies Inc. (TSXV: BIO) ("Biosign" or the "Company") announces that under a letter of intent dated January 21, 2016 ("LOI"), it intends to sell 70% of the shares issued and outstanding of Aiomed as well as 76% of the voting rights ("Aiomed Shares") subject to finalizing a purchase and sale agreement and obtaining regulatory and shareholder approval ("Divestiture"). Pursuant to the LOI, the Company agreed to sell the Aiomed Shares in exchange for:
- Receipt of £1.05 million (circa CAD$2.1 million) in shares of Quob Park Estates ("QPE").
- €1 million (circa CAD$1.5 million) repayment against the loan payable by Aiomed to Biosign on or before November 30, 2016.
- Loan Notes of €875,000 (CAD$1.3 million) to Aiomed to repay a debt to the Founder of Aiomed ("Founder") on or before August 31, 2016.
In addition, QPE has agreed to provide loans to Biosign up to €650,000 (circa CAD$1 million) to fund Biosign operations for the period up to the date of a Special Shareholder Meeting ("Shareholder Meeting") required to approve the Divestiture ("QPE Loan"). The QPE Loan is secured by a first charge over all the shares in Aiomed held by Biosign as well as the €1 million loan payable by Aiomed to Biosign and bears interest at 14.5% per annum above the Bank of England rate. The QPE loan is repayable on demand and is to be repaid after the Shareholder Meeting in the event the Divestiture is not approved by the Company's shareholders or is repayable from the proceeds of the QPE repayment of the loan payable by Aiomed if Biosign shareholders approve the Divestiture.
In order to facilitate the Divestiture, the Company agreed to purchase 36.5% of the shares issued and outstanding of Aiomed from the Founder in exchange for 3,423,475 shares of Biosign representing 15% of the issued and outstanding shares of Biosign. If the Divestiture is approved by Shareholders, the Company's remaining ownership will represent 5% of the issued and outstanding shares of Aiomed.
Michael Gross, Chairman and CEO, commented "This Divestiture will provide Aiomed the ability to continue to deliver on its business plan while allowing Biosign to participate in the future success of Aiomed and QPE through its holdings in both companies. We look forward to working with our new partners to grow Aiomed and contribute to QPE's success going forward".
About Biosign Technologies Inc. (TSXV: BIO) Biosign is a developer of world class healthcare software solutions targeted at the Home Care markets with operations in Canada and Germany.
About Quob Park Estate ("QPE") Quob Park Estate is a privately held company that invests in rapidly developing businesses to drive both organic and acquisitive growth in order to maximize stakeholder value. QPE invests in both private and public companies using their own capital alongside investment capital from other high net worth partners or funds as appropriate.
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 the company'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.
SOURCE Biosign Technologies Inc.
For further information: Biosign Contact Information, Michael Gross, CEO and Chairman, Biosign Technologies Inc., Phone: (416) 218-9800 ext. 201, Email: [email protected]