MARKHAM, ON, July 14, 2016 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today announced it has entered into a definitive agreement to sell its Canadian assets required to serve the Company's Canadian customers (the "Business") to TELUS Health, Canada's largest health IT company, for a purchase price of $14 million as well as the assumption of certain working capital obligations, subject to purchase price adjustments (the "Transaction").
The Transaction is expected to close subject to the satisfaction of customary closing conditions including TSX Venture Exchange and shareholder approval. A significant portion of the asset sale proceeds will be used to repay the Company's secured debt which currently totals approximately $10.4 million as well as other liabilities. The Company will retain ownership of the intellectual property for its V10 (Nexia) EMR platform and rights to use its claims clearinghouse and the ability to use, commercialize or divest from such intellectual property in the global markets outside North America. The Company also expects to have unrecorded tax assets arising from accumulated loss carry-forwards for Canadian tax purposes.
The sale represents a sale of substantially all of the Company's Canadian assets (other than its V10 EMR Platform) and requires shareholder approval in order to be completed.
"TELUS Health is Canada's most established provider of Health IT solutions. We share their vision for innovation, continuous improvement and the critical role technology continues to play in evolving the healthcare system in Canada," said Sam Chebib, Nightingale's CEO. "Our customers can look forward to taking advantage of TELUS Health's wide range of products and expertise, backed by a world-leading telecommunications infrastructure."
In the event that the Transaction is ultimately approved and completed according to the terms of the Agreement, the Company will retain ownership of its V10 (Nexia) software technology and rights to use its clearinghouse technology, as well as the rights to use, commercialize or sell its rights in this technology anywhere in the world excluding Canada. The Company remains restricted from competing in the United States until October 2018.
Completion of the Transaction is subject to customary conditions for a transaction of this nature, which include applicable regulatory and TSX Venture Exchange approvals and the approval of the Transaction by shareholders at a meeting of shareholders to be called to consider and approve the Transaction. The Company has scheduled August 30, 2016 for its special meeting of shareholders and expects to mail out proxy materials shortly. The outside date under the Agreement to satisfy all conditions and close the Transaction is December 31, 2016.
The Company's Board of Directors after consultation with its legal and financial advisors and having considered a number of alternatives, has unanimously determined that the Transaction is in the best interests of the Company and its shareholders, is fair from a financial point of view, and is recommending that the shareholders vote in favour of the Transaction.
Details of the Transaction and the post-closing plans for the Company, and certain of the risks associated therewith, will be disclosed in greater detail in the information circular of the Company which the Company currently anticipates will be mailed to the Shareholders July 21, 2016 for a special meeting of Shareholders scheduled to take place on August 30, 2016, with closing expected to occur shortly thereafter. Certain directors and/or senior officers of the Company and other shareholders, who collectively own approximately 57% of the outstanding Nightingale common shares, have entered into shareholder support agreements wherein they have agreed to vote their shares in favour of the Transaction.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial advisor to the Board of Directors of the Company in connection with the Transaction.
Copies of the definitive agreement, shareholder support agreements and proxy materials shall be posted by the Company on www.sedar.com in due course.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR), Practice Management and Claims Clearing House solutions to healthcare organizations across Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale – One Patient. One Record. www.nightingalemd.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 of the Shareholder meeting, the anticipated timing for the closing of the Transaction, the amount and timing of the completion of post Transaction steps that are intended to ultimately lead to distributions to Shareholders 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 approval of the TSXV and other 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: Sam Chebib, CEO, Nightingale Informatix Corporation Tel: 905-943-2611, [email protected]