NexJ Systems Inc. Announces Plan of Arrangement for Spin-Off of Healthcare Business Unit

TORONTO, Dec. 11, 2015 /CNW/ - NexJ Systems Inc. (TSX: NXJ), a provider of enterprise customer management solutions to the financial services industry and a cloud-based population health management platform to the healthcare industry, today announced a plan of arrangement to spin-off its healthcare business.

Pursuant to the arrangement, the healthcare business will be owned by a new corporation called NexJ Health Holdings Inc.  Shareholders of NexJ Systems will receive one share of NexJ Health Holdings for every share of NexJ Systems owned.

The spin-off is expected to benefit NexJ Systems shareholders:

• It is anticipated that the arrangement will allow investors to more accurately evaluate NexJ Systems, a global enterprise software business with blue chip customers that has demonstrated revenue growth and profitability, on a stand-alone basis against appropriate peers.
• The arrangement allows investors to participate in the growth opportunities that may become available through NexJ Health Holding's growth strategies.
• The spin-off of the healthcare business unit into an independent company is expected to provide management an enhanced ability to pursue its independent corporate objectives

To effect the arrangement, NexJ Systems, its subsidiary NexJ Health Inc. and NexJ Health Holdings entered into an arrangement agreement today setting out the terms of the proposed arrangement.

NexJ Systems board of directors has unanimously approved the arrangement and recommends that NexJ Systems shareholders vote in favor of the arrangement at the special meeting of shareholders scheduled for January 13, 2016.

The arrangement must be approved by a resolution passed by at least 66⅔% of the votes cast by the NexJ Systems shareholders present in person or by proxy at the meeting, as well as by approval of a majority of the minority shareholders in accordance with Multilateral Instrument 61-101. In addition to that approval, completion of the arrangement will be subject to certain customary conditions, including the approval of the Ontario Superior Court of Justice. The TSX has conditionally approved the arrangement, subject to the satisfaction of customary conditions on or following the effective date of the arrangement, including the approval of the NexJ Systems shareholders. The NexJ Health Holdings shares will not be listed on any stock exchange.

At the meeting, shareholders will also be asked to approve amendments to the NexJ Systems option plan and certain outstanding options and also approve a new option plan for NexJ Health Holdings. The votes of certain insiders will be excluded for purpose of these approvals.

Details of the arrangement and the meeting will be set out in NexJ Systems' management information circular that will be mailed to shareholders in respect of the meeting to approve the transaction. The arrangement agreement, the circular and related proxy materials will be filed with Canadian securities regulators and available on SEDAR at www.sedar.com.

About NexJ Systems Inc.

NexJ provides enterprise customer management solutions to the financial services industry and a population health management platform to the healthcare industry.

Our Financial Services solutions include industry-specific customer relationship management (CRM) for multi-channel engagement and collaboration; customer process management (CPM) for client onboarding and KYC; and customer data management (CDM) to deliver a holistic view of customers across line of business and regional data silos. Our solutions integrate information from multiple systems into a unified view to help firms better understand and share information about their customers to increase loyalty, drive cross-sell and improve the customer experience.

In Healthcare, our cloud-based platform for population health management delivers patient engagement for chronic disease management. It is based on research and proven at trial. By engaging and empowering patients to better manage their health and wellness, patients are more likely to achieve their health goals, payers can lower costs, providers can achieve better patient outcomes, and pharmaceutical manufacturers and pharmacies can improve medication adherence and build loyalty.

Based in Toronto, NexJ has clients throughout North America, Asia Pacific and in Europe. For more information about NexJ visit www.nexj.com, e-mail [email protected], or call 416-222-5611. Join us on LinkedIn, follow us on Twitter, subscribe to our YouTube channel, like us on Facebook or hang out with us on Google+.

NexJ Forward-looking Statement

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws, including, without limitation, statements regarding the realization of the anticipated benefits of the arrangement. These statements are based on NexJ's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. NexJ's assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see NexJ's securities filings with the OSC and other securities regulators. NexJ securities filings are available on www.sedar.com.  Unless otherwise required by applicable securities laws, NexJ disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE NexJ Systems Inc.

Matthew Bogart, Senior Director, Corporate Communications, NexJ Systems Inc., 416-227-3708, [email protected]