MARKHAM, ON, Sept. 7, 2016 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today announced that it had closed its previously announced sale of its Canadian assets required to serve the Company's Canadian customers to TELUS Health Solutions GP ("TELUS Health").
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 (the "Transaction"). Nightingale held a shareholder meeting on August 30, 2016, and 99.9 per cent of shareholders who voted, voted in favour of the Transaction. The Company issued a press release on August 31, 2016 summarizing the results of the vote.
Gross proceeds from the Transaction are $14.5 million. The total amount of holdback will be $1.1 million, resulting in net proceeds of $13.4 million.
Nightingale will use the proceeds of the sale to repay its various debt instruments, totalling $10,827,000, with the balance expected to be used to retire certain other liabilities and to fund working capital.
The Company has initiated its application to be moved from the TSX Venture exchange to the NEX exchange as a result of the reduced activity moving forward.
The Company received shareholder authorization to change its legal name from "Nightingale Informatix Corporation" to "Nexia Health Technologies Inc." The Company expects this change to be implemented in the next week.
The Company also announced that as a result of the Transaction, and to minimize ongoing expenses while the Company seeks to monetize its remaining assets, it has terminated its Chief Financial Officer David Toews, its Chief Commercial Officer Mark Crerar, and its Chief Executive Officer Sam Chebib. Mr. Toews will work with the Company until the end of September to finalize closing matters of the Transaction, and Mr. Chebib will stay on as a director of the Company while acting as Chief Executive Officer for nominal compensation to lead the efforts to maximize value for the remaining assets.
The Company will retain ownership of the intellectual property for its V10 (Nexia) EMR platform and rights for its claims clearinghouse and the ability to use, commercialize or divest from such intellectual property in the global markets outside North America. The Company remains restricted from competing in the United States until October 2018 and, as part of the Transaction, may not use its technology in Canada. The Company also expects to have accumulated loss carry-forwards for Canadian tax purposes.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial advisor to the Board of Directors of the Company in connection with the Transaction.
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 and the amount and timing of the completion of post Transaction steps, including the corporate name change and the availability of accumulated loss carry-forwards which is not guaranteed. 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: 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 and the availability of sufficient working capital and accumulated tax loss carry-forwards. 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]