MARKHAM, ON, Nov. 27, 2013 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Corporation") announced that it had completed a non-brokered private placement (the "Private Placement") of one (1) unsecured convertible note (the "Note") in the principal amount of $2,500,000 to Brian Schachter, the Chairman of the Board of Directors (the "Purchaser"), as described in its November 21, 2013 press release. The proceeds of the Private Placement will be used by the Corporation for general corporate purposes.
In connection with the Private Placement, and as described in the November 21, 2013 press release, the Corporation will hold a special meeting of shareholders on December 31, 2013 (the "Meeting") to consider, and if deemed appropriate, pass a resolution approving the issuance of 10,000,000 common shares of the Corporation (the "Common Shares") upon the Purchaser's exercise of the Note's conversion provisions. Such approval is required because the exercise of the Conversion Right would result in the Purchaser becoming a "control person", as that term is defined under the applicable policies of the TSX Venture Exchange (the "TSX-V").
In connection with the Private Placement, certain insiders and shareholders holding 50.3% of the issued and outstanding Common Shares (excluding those held by the Purchaser or his associates and affiliates) have entered into "lock-up agreements" with the Corporation, thereby agreeing to vote their Common Shares in favour of a resolution approving completion of the Private Placement at the meeting. Assuming shareholder approval is received and the Purchaser does not otherwise elect to convert the Note into Common Shares, the Corporation may elect to do so by providing notice to the Purchaser in advance of the note's maturity date.
"Once approved by the shareholders, this note will convert to equity which, coupled with the recently announced special conversion of the Series B debentures, will increase the Company's equity by as much as $5.0 million," said Sam Chebib, CEO of Nightingale. "This equity injection will strengthen our balance sheet and allow us to execute on our organic growth plan during the launch of Nexia and the related transition to a SaaS revenue model. We believe that we are well capitalized now to execute on our organic growth plan in this exciting market".
As the Private Placement constitutes a "related party transaction", in accordance with the requirements of the TSX-V, shareholder approval must be sought at the Meeting in accordance with the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, whereby the voting rights attached to the Common Shares beneficially owned or over which control is exercised by the Purchaser, as well as his associates and affiliates, will be excluded from determining whether or not the Private Placement has been approved.
The Private Placement remains subject to final approval of the TSX-V.
Nightingale is one of the fastest growing health care service and software companies in North America and is recognized as an industry leader in Web-based clinician and community based electronic medical records (EMR) serving the needs of small primary care practices, multi-physician outpatient clinics, and large scale regional health organizations and networks. Coupled with integrated practice management and transcription, Nightingale's comprehensive service offering allows customers to enhance patient care, increase revenue opportunities and optimize operations. Nightingale is continuously innovating and enhancing its services to meet the needs of its growing and diverse customer base. Nightingale - Healthcare connected. www.nightingalemd.ca
Forward Looking Statement
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "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", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the ability of Nightingale to obtain all required regulatory approval of the Private Placement; risks associated with obtaining the required Exchange and shareholder approvals of the Private Placement; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such 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. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Nightingale Informatix Corporation
For further information:
For further information about Nightingale, contact:
Chief Financial Officer
Nightingale Informatix Corporation
Senior Account Executive, TMX Equicom
Tel: 416-815-0700 ext. 248