Nightingale announces update on equity financing activity


    Company to raise $10.0 million in conjunction with its proposed
    acquisition of VantageMed

    MARKHAM, ON, April 4 /CNW/ - Nightingale Informatix Corporation
("Nightingale" or the "Company") (TSX-V: NGH), a leading provider of software
solutions to the North American healthcare industry, today announced that it
has entered into an underwriting agreement with a syndicate of underwriters,
co-led by Dundee Securities Corporation and Clarus Securities Inc. and
including Raymond James Ltd. (the "Underwriters"), who have agreed to purchase
25,000,000 subscription receipts of the Company (the "Subscription Receipts")
at a purchase price of $0.40 per Subscription Receipt for aggregate gross
proceeds of $10,000,000. The Underwriters have been granted an over-allotment
option, exercisable for a period of 30 days following the closing date, to
purchase up to an additional 3,750,000 Subscription Receipts of the Company on
the same terms and conditions for market stabilization and over-allotment
    Nightingale intends to use the net proceeds of the offering to: (i) fund
a portion of the purchase price of its previously announced acquisition of
VantageMed Corporation ("VantageMed"), a leading provider of practice
management software in the United States with approximately 6,000 clients
representing over 18,000 healthcare providers; and (ii) for general corporate
purposes. On February 19, 2007, the Company announced that it had entered into
a definitive merger agreement with VantageMed subject to approval by a
majority of VantageMed's stockholders as well as certain other conditions. The
VantageMed acquisition is currently expected to be completed prior to
April 30, 2007.
    The Subscription Receipts to be issued under this offering will each
entitle the holder thereof to acquire one Nightingale common share for no
additional consideration. The gross proceeds of the offering shall be
deposited in escrow pending the completion of the VantageMed acquisition,
whereupon such proceeds shall be released to the Company and the Subscription
Receipts shall automatically be exchanged for common shares. In the event that
the VantageMed acquisition is not completed by 5:00 p.m. on May 31, 2007, or
is terminated prior to that deadline, holders of Subscription Receipts shall
be entitled to a return of the issue price of the Subscription Receipts plus
accrued interest.
    The Subscription Receipts will be offered by way of a short form
prospectus in the provinces of Ontario, British Columbia, Alberta and
Manitoba, and in the United States on a private placement basis pursuant to
exemptions from the registration requirements of the United States Securities
Act of 1933, as amended.
    The offering is scheduled to close on or about April 12, 2007 and is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX Venture Exchange and
the securities regulatory authorities.

    About Nightingale

    Nightingale Informatix Corporation ( is one of North
America's fastest growing healthcare application service providers (ASP).
Nightingale's Internet-based Electronic Health Record (EHR), Electronic
Medical Record (EMR) and practice management solutions are designed to help
physicians, clinics, hospitals and other healthcare organizations more
efficiently manage their operations and patient records.
    Nightingale's products and services offer physicians in the United States
and Canada leading-edge functionality for clinical documentation, patient
scheduling, resource scheduling, billing, transcription, end-to-end coding and
claims processing, data management, work flow tools, laboratory interfaces,
documentation management and patient portals, along with other real-time
services. The Company's proprietary offerings of software include
myNightingale, Entity and Physician WorkStation, providing physicians with a
fully integrated, simple-to-use system that automates daily tasks and creates
a single, accessible source of patient data.

    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", "is expected",
"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" or "will be taken", "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:
risks related to the offering and the VantageMed acquisition not being
completed on favourable terms, or at all, speculative nature of the medical
software industry, which is affected by numerous factors beyond Nightingale's
control; the ability of Nightingale to successfully integrate its acquisitions
and any liabilities arising as a result of such acquisitions; the existence of
present and possible future government regulation; the significant and
increasing competition that exists in the medical software industry; the early
stage of Nightingale's business; and therefore it is subject to the risks
associated with early stage companies, including uncertainty of revenues,
markets and profitability and the need to raise additional funding. In
particular, there is no assurance that the offering will be completed as it is
subject to market conditions. There is no assurance that the acquisition of
VantageMed Corporation will be completed upon the announced terms or at all.
    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

    The TSX Venture Exchange Inc. has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.
    %SEDAR: 00022709E

For further information:

For further information: Dave Mason, Investor Relations, The Equicom
Group, Tel: (416) 815-0700 x 237, Email:; Crystal
Quast, Media Relations, The Equicom Group, Tel: (416) 815-0700 x 240, Email:

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