MARKHAM, ON, Aug. 31, 2016 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today announced the voting results from the Special Meeting of Shareholders (the "Meeting") held on August 30, 2016 in Toronto, Ontario. Nightingale announced that the Company's shareholders have voted in favour of all items of business at the Meeting, which was comprised of:
- a special resolution authorizing and approving the sale of substantially all of the assets of the Company in accordance with Section 184(3) of the Business Corporations Act (Ontario) (the "Transaction"), and
- a special resolution authorizing and approving an amendment to the Company's articles to effect the change of the Company's name from "Nightingale Informatix Corporation" to "Nexia Health Technologies Inc." (the "Name Change").
A total of 56,976,088 common shares of the Company ("Shares"), representing 60.13% of the 94,758,915 issued and outstanding Shares as of the record date of July 29, 2016, were represented in person or by proxy at the Meeting.
The voting results for each item of business from the Meeting is set out below. Each matter is also described in greater detail in the Company's Notice of Special Meeting of Shareholders and Management Proxy Circular dated July 29, 2016.
The approval of the Transaction was approved by ballot as follows: 55,003,255 votes for, and 50,000 votes against. The votes for represent 99.91% of total votes.
The approval of the Name Change was approved by ballot as follows: 55,615,568 votes for, and 50,000 votes against. The votes for represent 99.91% of total votes.
The Transaction was initially announced on July 14, 2016, as the Company had entered into a definitive agreement to sell its Canadian assets required to serve the Company's Canadian customers to TELUS Health Solutions GP ("TELUS Health"). Nightingale and TELUS Health expect closing to be completed shortly.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial advisor to the Board of Directors of the Company in connection with the Transaction.
Nightingale has filed a report of the voting results for the Meeting on SEDAR at www.sedar.com.
Forward Looking Statements:
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Specifically, and without limitation, this press release contains forward-looking statements and information relating to: the anticipated benefits of the Transaction, the anticipated timing for the closing of the Transaction, and the amount and timing of the completion of post Transaction steps that are intended to ultimately lead to distributions to shareholders of the Company as well as the likelihood of such a transactions occurring at all. 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 to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks associated with obtaining the required approvals related to the completion of the Transaction; the ability of Nightingale to successfully develop and market the V10 platform and successfully complete the sale of the Company following the completion of the Transaction. 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.
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: David Toews, CFO, Nightingale Informatix Corporation, Tel: 905-943-2600, [email protected]; Sam Chebib, CEO, Nightingale Informatix Corporation Tel: 905-943-2611, [email protected]