TORONTO, May 10, 2024
/CNW/ - Pluribus Technologies Corp. (TSXV: PLRB)
("Pluribus" or the "Company") is pleased to announce
the closing of the sale (the "Transaction") of substantially
all of the assets, tangible and intangible, of its wholly-owned
subsidiary, TeleMED Diagnostic Management Inc., ("TeleMED")
and all of the issued and outstanding fully-diluted shares of its
wholly-owned subsidiary, TDM Telehealth Technology Ltd.
("TDM") for an aggregate purchase price of
$5,070,000, payable in cash (the
"Purchase Price") pursuant to the terms of an asset and
share purchase agreement dated May 10,
2024 (the "Purchase Agreement").
"The successful completion of this transaction marks a
significant milestone for Pluribus, allowing us to focus our
resources and efforts on our core business activities and further
our strategic objectives. Over the past four years, our management
of TeleMED has resulted in a 2.5x increase in EBITDA, highlighting
our ability to significantly improve businesses through effective
practices and revenue growth strategies." stated Ms. Diane Pedreira, Chief Operating Officer of
Pluribus Technologies and President and Chief Operating Officer of
TeleMED. "We want to take this opportunity to thank the TeleMED
team for their dedication and hard work. Your commitment has been
instrumental in shaping our success, and we are deeply appreciative
of your efforts."
The Purchase Price is payable to the Company as follows: (i)
$4,170,000 in cash on the closing
date of the Transaction (the "Closing Payment"); (ii)
$400,000 in cash within ten business
days of the fulfillment of certain conditions pursuant to the
Purchase Agreement; (iii) $200,000 in cash on, or within fifteen business
days of, the date in which the net tangible asset amount in respect
of TeleMED and TDM is finalized pursuant to the terms of the
Purchase Agreement (the "First Holdback Payment"); and (iv)
$300,000 in cash on, or within
fifteen business days of, the first anniversary of the closing date
of the Transaction (the "Second Holdback Payment"). The
First Holdback Payment and Second Holdback Payment are subject to
potential adjustments in certain circumstances as set out in the
Purchase Agreement.
Upon closing of the Transaction, the Company paid to National
Bank of Canada ("National
Bank") from the Closing Payment, a total of $2,650,000 pursuant to the terms of the
previously-announced forbearance agreement dated January 19, 2024, as amended, between the Company
and National Bank, relating to the secured credit agreement dated
April 27, 2022, as amended, among the
Company, certain of its subsidiaries and National Bank.
The purchaser of the TeleMED business and TDM is committed to
preserving the business' relationships with its valued customers
and employees over the long term.
The Transaction was completed pursuant to the Company's
previously-announced strategic review process, involving a review
and evaluation of strategic alternatives that may be available to
the Company to further enhance the Company's growth, development
and prosperity in the short and long terms. The Company will
continue its strategic review process following the Transaction
with the goal of further maximizing shareholder value.
Canaccord Genuity Corp. acted as an advisor in connection with
the Transaction.
About Pluribus Technologies
Corp.
Pluribus is a technology company that is a value-based acquirer
and operator of small, profitable business-to-business technology
companies in a range of verticals and industries. Pluribus provides
its acquisitions access to experienced sales and marketing
resources, strategic partnership opportunities, a diverse portfolio
of customers in different geographical markets and enabling
technologies to create new revenue streams and provide the
opportunity for these companies to grow in their respective
markets. When market conditions are conducive to raising capital at
reasonable costs, Pluribus focuses on rapidly acquiring and
integrating new acquisitions to accelerate growth. When the
environment does not support this, Pluribus focuses on implementing
strategies to maximize organic growth and increase cashflow from
operations in its existing portfolio companies. For more
information, please visit: pluribustechnologies.com.
Forward-Looking
Information
Certain information in this press release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information in this press release
includes, but is not limited to, statements with respect to future
payments due to the Company in connection with the Transaction, the
Company's expectation on the growth, profitability and performance
of its portfolio companies, the Company's ability to acquire
business-to-business technology companies in the future, the
Company's ability to grow and increase the value of its portfolio
companies, the Company's ability to achieve a positive return on
invested capital in the future and the Company achieving additional
transactions as a result of its strategic review process and
whether such transaction is positive. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expect", "potential", "believe", "intend" or
negatives of these terms and similar expressions.
All such forward-looking statements are subject to important
risk factors and uncertainties, many of which are beyond the
Company's ability to control or predict. Forward-looking statements
are based on certain assumptions, including the Company's ability
to manage a complex portfolio of companies
effectively; and the Company's ability to raise
sufficient financing to continue its acquisition strategy. Other
assumptions include industry trends, the availability of growth
opportunities, and general business, economic, competitive,
political, regulatory and social uncertainties will not prevent the
Company from conducting its business. While the Company considers
these assumptions to be reasonable based on information currently
available, they are inherently subject to significant business,
economic and competitive uncertainties and contingencies and they
may prove to be incorrect. Forward-looking information speaks only
to such assumptions as of the date of this release.
Readers are cautioned that the foregoing is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ from those anticipated.
Forward-looking statements are not guarantees of future
performance. The purpose of forward-looking information is to
provide the reader with a description of management's expectations,
and such forward-looking information may not be appropriate for any
other purpose. Except as required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
Contact:
Richard Adair
Chief Executive Officer
Pluribus Technologies Corp.
1 (800) 851-9383
View original content to download
multimedia:https://www.prnewswire.com/news-releases/pluribus-technologies-corp-announces-sale-of-telemed-diagnostic-management-inc-and-tdm-telehealth-technology-ltd-302142776.html
SOURCE Pluribus Technologies Corp.
