TORONTO, March 5 /CNW/ - Orior Technologies Inc. ("Orior"), a Capital
Pool Company, in accordance with the policies of the TSX Venture Exchange Inc.
(the "TSXV"), today announced that it has entered into a definitive share
exchange agreement (the "Agreement") with all of the shareholders of AIM
Health Group Ltd. ("AIM") to acquire all of the issued and outstanding shares
of AIM (the "Acquisition"). The Acquisition will constitute the qualifying
transaction of Orior. The value of the transaction is estimated at
approximately $10 million which will be entirely paid by issuing 33,333,333
common shares of Orior at a price of $0.30 per share to the AIM shareholders
in exchange for all of the common shares in the capital of AIM. Orior's shares
will remain halted until all requirements of the TSXV have been satisfied in
order to reinstate the trading of Orior's shares. As a result of the
transaction the former AIM shareholders will own approximately 82% of the
outstanding common shares of Orior.
KC Lim, Chairman of the Board of Orior, stated: "AIM is an excellent
opportunity for Orior and its shareholders. It is a fast growing private
Ontario based healthcare company with unaudited revenues of approximately
$30 million for the year ended December 31, 2006. AIM is supportive of the
Canada Health Act and provides health services across the country through the
publicly funded healthcare system and services that are complementary to it.
We believe that the Canadian illness profile, the government funding
constraints and the changes in the Canadian health care marketplace will
continue to provide many opportunities for AIM to grow and expand its base of
services and infrastructure. I look forward to working closely with the
management team of AIM to assist in its growth."
Lu Michael Barbuto, the President and Chief Executive Officer of AIM,
said: "As a public vehicle, Orior will provide AIM with a platform for growth
through acquisitions of smaller health care companies consistent with our
philosophy. Our immediate strategic priorities are to continue to develop
Health and Wellness Centres across Ontario, and then across Canada. The
infrastructure growth is designed to complement the current Canadian Health
care system by linking the physician and health consumer in the areas of
preventative health and illness management. AIM believes that the time is now
to rapidly expand its infrastructure and healthcare services to address the
growing health risks surrounding cardiovascular disease, cancer, mental health
and occupational health."
A filing statement in respect of the Acquisition will be prepared and
filed in accordance with Policy 2.4 of the TSXV on the SEDAR website at
www.sedar.com no less than 7 business days prior to the closing of the
Acquisition. A news release will be issued once the filing statement has been
filed as required pursuant to TSXV policies.
To date Orior has not engaged a sponsor in connection with the
Acquisition. Any future agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the likelihood of
Pursuant to the Agreement, Orior intends to lend up to $250,000 to AIM
prior to closing of the Acquisition, subject to any required TSXV acceptance
of such lending arrangement. Orior is not expected to pursue any financing for
or in conjunction with the closing of the Acquisition.
Following completion of the Acquisition, the Board of Directors of Orior
will consist of KC Lim, Lu Barbuto and three persons independent of management
of AIM and Orior. Mr. Lim is the Managing Director of Pluris Advisory Inc., a
company that he co-founded in November 2004. Prior to that, Mr. Lim assisted
in setting up Bank of Montreal Capital Corporation and was its Chief Operating
Officer and Managing Director from October 1995 to April 2004. Mr. Barbuto is
the founder and the President and Chief Executive Officer of AIM.
About AIM Health Group
AIM Health Group (www.aimhealthgroup.com) is a fully integrated Ontario
based health care company that offers comprehensive services to individuals
that are ill, injured, or disabled, and to individuals requiring life style
interventions to improve their quality of life (wellness). AIM Health Group's
five health delivery divisions integrate all aspects of health care from
clinical research, occupational health, multi-disciplinary rehabilitation,
medical care and assessments. AIM provides comprehensive health services
through dedicated professionals who are all part of a successful and growing
organization that fosters excellence in managing the individuals health
through clinical consensus contribution. Currently, AIM's various services
include: family medicine, medical walk-in clinics, specialty medicine,
psychological counseling, onsite services to employers, corporate health
programs, physiotherapy, chiropractic, exercise therapy, massage therapy,
infusion therapy and pharmaceutical research. In addition, AIM has developed
and will continue to develop specialty clinics where the marketplace requires
such services and where AIM brings a strategic advantage. Specialty clinics
that are now open and operating include orthopedic specialty, physical
medicine and psychology services.
The company is in the process of consolidating its existing medical and
rehabilitation clinics into Health and Wellness Centres. These centers provide
convenient access to traditional medical services as well as health and
wellness programs for the patient and provide an outstanding environment for
medical doctors to deliver complete healthcare to the patient.
The shareholders of AIM are Lu Michael Barbuto and Greg Van Staveren who
own approximately 70% and 12% respectively of the outstanding AIM shares and
seven other shareholders who own the remaining 18% of the outstanding AIM
shares. All AIM shareholders are Ontario residents. The AIM management team is
led by Mr. Barbuto, D.C., F.C.C.S.(c), F.C.C.R.(c) as the President and Chief
Executive Officer, Mr. Greg Van Staveren, C.A., C.P.A who acts as the Chief
Financial Officer and Ms. Yvonne Chan, B.Sc.P.T., M.Sc., MBA as the Chief
Dr. Barbuto is the founder and driving force of AIM Health Group. His
background includes lecturer, co-author of several medical texts, and medical
consultant to the Workers Compensation Board and other organizations. Prior to
founding AIM in 1989, he acted as a medical consultant to various
organizations and was in one of Ontario's largest Occupational Health Centres.
He has sat on various health industry advisory boards and associations. His
book "The Back Power Program" was selected as the "Premier Back Program" by
the United States National Safety Council and the programme is used by many
workers compensation boards throughout Canada. He was President and Chief
Operations Officer for AIM-Extendicare from 1995 to 2001.
Mr. Van Staveren has been the acting CFO since 2001. From 1980 to 1998 he
was with KPMG, one of the largest consulting and accounting firms in North
America, the last number of years as a partner. From 1998 to 2001 Mr. Van
Staveren was the Chief Financial Officer of MartinRea International. Since
2001, he has provided advisory services to various emerging businesses and
sits on the boards of directors of several public companies. A substantial
portion of his time is now committed to AIM.
Ms. Chan has been the COO since June 2006. She is a Registered
Physiotherapist with post-graduate education in clinical research and
business. Her previous roles with two national physiotherapy providers
included management of clinical operations, acquisitions due diligence and
integration, and public-private partnerships with hospitals. Ms. Chan is a
lecturer at Queen's University and at University of Toronto in their
undergraduate and graduate rehabilitation programs.
AIM has total assets and total liabilities of approximately $12.5 million
and $7.7 million, respectively, as at December 31, 2006. In addition, its
unaudited EBITDA and net earnings for the year ended December 31, 2006 were
approximately $(0.69 million) and $(0.98 million), respectively. The losses in
2006 occurred primarily as a result of the startup of its new Health and
Wellness Centres and the buildup of the pharmaceutical trial business, both of
which are currently profitable. For the month ended January 31, 2007 AIM had
unaudited EBITDA and earnings of approximately $0.13 million and $0.1 million
respectively. For the year ended December 31, 2005 it had audited EBITDA and
net earnings of approximately $1.5 million and $0.6 million respectively.
About Orior Technologies Inc.
The principal business of Orior is the identification and evaluation of
assets or businesses with a view to completing a qualifying transaction. The
prospectus of Orior can be obtained on the SEDAR website.
Caution Concerning Forward-Looking Statements
Certain statements made in this press release, including, but not limited
to, the proposed qualifying transaction and the timing of the closing of the
proposed qualifying transaction, and other statements that are not historical
facts, are forward-looking statements and are subject to important risks,
uncertainties and assumptions. In particular, in making these statements,
Orior has assumed, among other things, that the proposed qualifying
transaction will receive the required regulatory and securityholder approvals
and that the other conditions to the transaction can be satisfied in
accordance with their terms. The results or events predicted in these
forward-looking statements may differ materially from actual results or
events. As a result, readers are cautioned not to place undue reliance on
these forward-looking statements. For additional information with respect to
certain of these and other assumptions and risk factors, please refer to
Orior's final prospectus dated June 22, 2006 and filed with the applicable
Canadian securities commissions. The forward-looking statements contained in
this press release represent our expectations as of the date hereof. We
disclaim any intention and assume no obligation to update or revise any
Completion of the Acquisition is subject to a number of conditions,
including but not limited to, TSXV acceptance. The Acquisition is not a
"non-arm's length transaction" within the meaning of Policy 2.4 of the TSXV as
the directors and officers of Orior have no ownership interest in AIM and, as
such, Orior shareholders' approval is not required, unless otherwise required
by the TSXV. If required, the Acquisition cannot close until such shareholder
approval is obtained. There can be no assurance that the Acquisition will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement
to be prepared in connection with the Acquisition, any information released or
received with respect to the transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE
PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE
CONTENTS OF THIS PRESS RELEASE.
For further information:
For further information: Orior Technologies Inc., KC Lim, Chairman, or
Sanjay Dhawan, CEO, (416) 360-4360; AIM Health Group, Lu Michael Barbuto,
President and CEO, or Greg Van Staveren, CFO, (905) 475-3353,