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.
About Nightingale
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