Agility Health, Inc. Announces Ruling in Financial Advisory Firm Litigation; Investor Relations Agreement; & Issuance of Rest...
16 Aprile 2014 - 2:00AM
Marketwired
Agility Health, Inc. Announces Ruling in Financial Advisory Firm
Litigation; Investor Relations Agreement; and Issuance of
Restricted Voting Common Shares
GRAND RAPIDS, MICHIGAN--(Marketwired - Apr 15, 2014) - Agility
Health, Inc. (TSX-VENTURE:AHI) ("Agility Health" or the "Company"),
a leading provider of physical rehabilitation and software services
that benefit patients, healthcare providers and employers, has
learned that summary judgment has been issued in favor of the
financial advisory firm in the March 7, 2013 lawsuit filed by the
advisory firm against one of the Company's subsidiaries, Agility
Health, LLC, as described in the Company's August 28, 2013
Information Circular. The advisory firm is seeking a commission
worth approximately US$900,000, together with its attorneys' fees.
The lower court is expected to rule on the amount of damages and
enter a judgment against Agility Health, LLC sometime during the
next four to eight months. Agility Health, LLC remains confident in
its position that the advisory firm is not entitled to a commission
under the terms of the agreement in dispute. After the lower court
enters the judgment, Agility Health, LLC will have the right, and
intends, to, appeal the lower court ruling to the Michigan Court of
Appeals. The standard of review at the Court of Appeals will be
de novo, with no deference given to the lower court's
ruling. The Company's management has been advised by legal counsel
that the appeals process will likely take more than a year to
complete.
Entry into Investor Relations Agreement
The Company today announced that it has entered into an
agreement (the "Agreement") with NIR Consultants Corp. ("NIR
Consultants") for the provision of investor relations services. NIR
Consultants will assist the Company in fostering productive,
continuing dialogue with analysts, brokers, potential investors and
current shareholders for the purpose of expanding the Company's
exposure within the Canadian and international investment
community.
The Agreement provides for an initial term of six months,
renewable for additional six month terms by mutual agreement, and
is subject to the approval of the TSX Venture Exchange. Under the
terms of the Agreement, NIR Consultants will receive a monthly fee
of $6,000 and was granted an aggregate of 100,000 incentive stock
options. The stock options are exercisable for one year at an
exercise price of CAD$0.90 and will vest in stages over a period of
12 months, with 1/4 of the options vesting every three months.
Issuance of Restricted Voting Common Shares
Further to the Company's press release dated November 13, 2013,
in connection with the acquisition of 100% of the management
interest in Babar Enterprises, L.L.C., which operates under the
name "Excel Sports & Physical Therapy", the Company announced
today that it is issuing an additional 89,150 restricted voting
common shares of Agility Health (the "Consideration Shares") to the
vendors thereof pursuant to the membership purchase agreement. The
issuance of the Consideration Shares is subject to TSX Venture
Exchange approval.
About Agility Health
Through its subsidiary and principal operating entity, Agility
Health, LLC, Agility Health operates a multi-state network of
outpatient rehabilitation clinics and provides contracted services
to hospitals, nursing homes and other institutional clients,
providing care and treatment for orthopedic-related disorders,
sports-related injuries, preventative care, rehabilitation of
injured workers, and a variety of other injuries and conditions. In
addition, Agility Health provides a number of ancillary services
related to physical rehabilitation, including practice management
software systems and custom orthotics. As of November 14, 2013,
Agility Health operates 74 outpatient or onsite rehabilitation
locations in 17 states. Agility Health's contract therapy services
business provides rehabilitative services to 41 hospitals and
inpatient rehabilitation units, 36 nursing homes, long-term care
facilities and other service locations in 13 states.
Cautionary
Statements
Neither 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.
This release includes forward-looking statements regarding
Agility Health and its business. Such statements are based on the
current expectations and views of future events of Agility Health's
management. In some cases the forward-looking statements can be
identified by words or phrases such as "may", "will", "expect",
"plan", "anticipate", "intend", "potential", "estimate", "believe"
or the negative of these terms, or other similar expressions
intended to identify forward-looking statements. The
forward-looking events and circumstances discussed in this release,
including the anticipated future growth of Agility Health, may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting the company. No
forward-looking statement can be guaranteed. Forward-looking
statements and information by their nature are based on assumptions
and involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statement or information.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and Agility Health undertakes
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Agility Health, Inc.Steven N. DavidsonChief Executive
Officer(616) 356-5000Lambert, Edwards & AssociatesTimothy
SipolsMedia Contact(616) 233-0500tsipols@lambert-edwards.com
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