/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES/
MARKHAM, ON, April 21 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Company"), an application service provider (ASP) of electronic medical record (EMR) software and related services is pleased to announce that it has completed the comprehensive debt and private placement financings previously announced on April 6, 2010, the proceeds of which will be used to refinance the Company's existing subordinated debt on or before July 30, 2010. These transactions will lower Nightingale's financing risk, reduce leverage and interest costs, offer more accommodating terms relative to the Company's existing subordinated debt facility and will extinguish the Company's existing subordinated debt facility while providing additional working capital.
Nightingale has executed a Senior Loan Facility with an arm's length commercial lending institution for a US $1,000,000 revolving line of credit and a CAD $2,000,000 term loan for aggregate proceeds of approximately $3,000,000 (collectively, the "Senior Loan Facility"). The Senior Loan Facility bears an interest rate of, approximating, bank prime rate plus 3% which compares favourably to the Company's existing subordinated debt facility. The proceeds of the Senior Loan Facility will not be drawn down until July 30, 2010 (being the date upon which the Company's existing subordinated debt facility expressly provides for prepayment), or earlier, in accordance with the terms of such facility or on other terms acceptable to the Company and its lenders.
The Company has also issued an aggregate of 5,682,364 common shares of the Company at a price of $0.22 per Common Share for gross proceeds of $1,250,000 (the "Common Share Offering") and concurrently issued 2,074 subscription receipts ("Subscription Receipts") for gross proceeds of $2,074,000 (the "Subscription Receipt Offering"), all on a non-brokered private placement basis. The Common Share Offering and the Subscription Receipt Offering remain subject to final approval of the TSX Venture Exchange.
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), each of the Common Share Offering and the Subscription Receipt Offering is a "related party transaction".
All securities issued in connection with the Common Share Offering and the Subscription Receipt Offering are subject to a statutory hold period that will expire on August 21, 2010. The Common Shares are also subject to a contractual hold period that will expire on October 21, 2010.
Please see the Press Release of the Company dated April 6, 2010 for further details.
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, transcription and revenue cycle management, 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.nightingale.md
Forward Looking Statement
This press release contains "forward-looking statements" respecting the intended use of proceeds of the Senior Loan Facility, the Common Share Offering and the Subscription Receipt Offering. 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 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, access to capital and agreements with lenders under the Company's existing subordinated debt facility; 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. 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 management believes the assumptions used to make such statements are reasonable at this time, our assumptions may not to be as anticipated, estimated or intended. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding Nightingale's continued ability to fund its business, rates of customer defaults, relationships with, and payments to, lenders, demand for Nightingale's products, 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: Michael Ford, CFO, Nightingale Informatix Corporation, Tel: (905) 307-7870, email@example.com