MARKHAM, ON, Dec. 31, 2013 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Corporation") announced that it held a special meeting of shareholders (the "Meeting") today at which a resolution was passed approving the issuance of 10,000,000 common shares of the Corporation (the "Common Shares") to Brian Schachter, the Chairman of the Board of Nightingale, upon the conversion of a $2,500,000 unsecured convertible note (the "Note") issued on November 27, 2013. The terms of the Note were previously described in the Corporation's press release dated November 21, 2013.
99.99% of eligible shareholders who cast votes at the Meeting, either in person at the Meeting or by proxy, voted in favour of the issuance of Common Shares to Mr. Schachter.
As required by the TSX Venture Exchange, the Meeting was held in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, and, as such, the voting rights attached to the Common Shares beneficially owned or over which control is exercised by Mr. Schachter, as well as his associates and affiliates, were excluded from voting on the resolution related to the issuance of Common Shares to Mr. Schachter.
Mr. Schachter exercised the Note's conversion provisions immediately following the Meeting and 10,000,000 Common Shares were issued to him today. As result, Mr. Schachter's holdings of Common Shares increased from approximately 19.8% of all issued and outstanding Common Shares prior to the issuance of the Note to approximately 29.6%.
The issuance of Common Shares to Mr. Schachter remains subject to final approval of the TSX Venture Exchange.
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 and transcription, 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.nightingalemd.ca
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", "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, 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: the ability of Nightingale to obtain all required regulatory approval of the issuance of Common Shares to Brian Schachter; risks associated with obtaining the required Exchange approval of the issuance of Common Shares to Brian Schachter; 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 secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and 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. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, 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:
about Nightingale, contact:
Chief Financial Officer
Nightingale Informatix Corporation
Senior Account Executive, TMX Equicom
Tel: 416-815-0700 ext. 248