MARKHAM, ON, Sept. 7, 2016 /CNW/ - Nightingale Informatix
Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today
announced that it had closed its previously announced sale of its
Canadian assets required to serve the Company's Canadian customers
to TELUS Health Solutions GP ("TELUS Health").
The Transaction was initially announced on July 14, 2016, as the Company had entered into a
definitive agreement to sell its Canadian assets required to serve
the Company's Canadian customers to TELUS Health (the
"Transaction"). Nightingale held a shareholder meeting on
August 30, 2016, and 99.9 per cent of
shareholders who voted, voted in favour of the Transaction.
The Company issued a press release on August
31, 2016 summarizing the results of the vote.
Gross proceeds from the Transaction are $14.5 million. The total amount of holdback
will be $1.1 million, resulting in
net proceeds of $13.4 million.
Nightingale will use the proceeds of the sale to repay its
various debt instruments, totalling $10,827,000, with the balance expected to be used
to retire certain other liabilities and to fund working
capital.
The Company has initiated its application to be moved from the
TSX Venture exchange to the NEX exchange as a result of the reduced
activity moving forward.
The Company received shareholder authorization to change its
legal name from "Nightingale Informatix Corporation" to "Nexia
Health Technologies Inc." The Company expects this change to be
implemented in the next week.
The Company also announced that as a result of the Transaction,
and to minimize ongoing expenses while the Company seeks to
monetize its remaining assets, it has terminated its Chief
Financial Officer David Toews, its
Chief Commercial Officer Mark
Crerar, and its Chief Executive Officer Sam Chebib. Mr. Toews will work with the Company
until the end of September to finalize closing matters of the
Transaction, and Mr. Chebib will stay on as a director of the
Company while acting as Chief Executive Officer for nominal
compensation to lead the efforts to maximize value for the
remaining assets.
The Company will retain ownership of the intellectual property
for its V10 (Nexia) EMR platform and rights for its claims
clearinghouse and the ability to use, commercialize or divest from
such intellectual property in the global markets outside
North America. The Company remains
restricted from competing in the United
States until October 2018 and,
as part of the Transaction, may not use its technology in
Canada. The Company also expects to have accumulated loss
carry-forwards for Canadian tax purposes.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial
advisor to the Board of Directors of the Company in connection with
the Transaction.
Forward Looking Statements:
This press release contains "forward-looking statements"
within the meaning of applicable Canadian securities legislation.
Specifically, and without limitation, this press release contains
forward-looking statements and information relating to: the
anticipated benefits of the Transaction and the amount and timing
of the completion of post Transaction steps, including the
corporate name change and the availability of accumulated loss
carry-forwards which is not guaranteed. 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 to be materially different from
those expressed or implied by such forward-looking statements,
including but not limited to: the ability of Nightingale to
successfully develop and market the V10 platform and successfully
complete the sale of the Company following the completion of the
Transaction and the availability of sufficient working capital and
accumulated tax loss carry-forwards. 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 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