Toronto, Ontario–(Newsfile Corp. – August 31, 2017) – VITALHUB CORP. (TSXV: VHI) (the “Company” or “Vitalhub“), is pleased to announce that it has entered into a definitive acquisition agreement (the “Agreement“) dated August 29, 2017 with all of the shareholders of B Sharp Technologies Inc. (“B Sharp Technologies“) to purchase all of the issued and outstanding securities of B Sharp Technologies (the “Acquisition“). The Acquisition is expected to close on or about September 14, 2017.
The purchase price for the Acquisition shall be $3,826,000 (the “Purchase Price“). The purchase price will be satisfied by a cash payment of $1,876,000.06 (the “Cash Purchase Price“) and the delivery of a total of 13,928,571 common shares of Vitalhub (“Common Shares“), at a deemed price of $0.14 per Common Share (the “Share Purchase Price“), to the shareholders of B Sharp Technologies. The principal shareholders of B Sharp Technologies, Vijit Coomara, Robert Lazar and Anthony Iantorno (including their respective wholly-controlled family trusts) shall receive 5,457,171, 5,457,171 and 3,014,229 Common Shares, respectively.
The Company currently has 34,424,445 Common Shares issued and outstanding. Upon completion of the Placement (as herein defined), pursuant to which the Company will issue, at minimum, an additional 28,000,000 Common Shares, and upon delivery of the Share Purchase Price, the Company will have a total 76,353,016 issued and outstanding Common Shares. Vijit Coomara, Robert Lazar and Anthony Iantorno are therefore receiving Common Shares of the Company such that they will hold approximately 7%, 7% and 4%, respectively, of the total issued and outstanding Common Shares on consummation of the Acquisition.
A portion of the Cash Purchase Price will be subject to the following escrow conditions (i) 3.75% of the Purchase Price will be held in escrow for a nine (9) month period immediately following the closing date of the Acquisition, and (ii) save and except for the portion of the Share Purchase Price allocated to Anthony Iantorno, the Share Purchase Price will be released to the former B Sharp Technologies shareholders in six equal consecutive semi-annual distributions, the first of such distributions to occur on the six month anniversary of the closing date of the Acquisition. The portion of the Share Purchase Price allocated to Anthony Iantorno will be released in four equal consecutive semi-annual distributions, the first of such distributions to occur on the six month anniversary of the closing date of the Acquisition.
The Agreement was negotiated at arm’s length, and contains customary representations, warranties and closing conditions. Closing of the Acquisition is also subject to Vitalhub having successfully closed the Placement.
On closing of the Acquisition, Mr. Coomara and Mr. Lazar are to join Vitalhub’s management as Vice President Professional Services and Vice President Development, respectively.
The Acquisition remains subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the “TSXV“) and satisfaction of closing conditions contained in the Agreement.
About B Sharp
Founded in 1998 and based in Toronto, B Sharp Technologies develops and deploys client case management and electronic documentation solutions for healthcare, social services, and community care organizations. B Sharp Technologies also has software development operations in Sri Lanka, providing access to skilled and low cost developers. The products of B Sharp Technologies are used by over 40 customers in 70 locations across Canada. B Sharp Technologies had total unaudited revenues from operations of over $1.8 million for the year-ended December 31, 2016.
Additional detailed information regarding B Sharp Technologies, including financial information, will follow upon closing of the Acquisition. Pending release of this information, trading in the company’s stock will remain halted.
Update on Previously Announced Private Placement
Vitalhub has previously announced a private placement (the “Placement“) of units (the “Units“), each Unit consisting of one common share and one common share purchase warrant, for minimum gross process of $2.8 million and maximum gross proceeds of $3.4 million. The Company anticipates closing the Placement prior to or concurrently with the closing of the Acquisition, and will use the proceeds of the Placement for the Cash Purchase Price, fees and expenses associated with the Acquisition and for general working capital purposes.
Closing of the Placement remains subject the approval of the TSXV. All securities issued in connection with the Placement shall be subject to a four month statutory hold period.
Update on Acquisition of HI Next
The letter of intent previously entered into between the Company and H.I. Next Inc. (“HI Next“) has now expired. Although the Company continues to discuss the possible acquisition of HI Next, the Company is currently focused on the closing of the Placement, followed by the closing of the Acquisition. The Company will provide updating press releases if and when material developments unfold with respect to an acquisition of HI Next.
Founded in 2012, VitalHub delivers an innovate platform for mHealth, a modularized and standardized solution for creating mobile health applications. The VitalHub platform provides the control, security, privacy and consistency essential in the healthcare industry. VitalHub includes apps for clinical care, communications, and medical research, and the platform to expand this to other areas. VitalHub is based in Toronto, Ontario.
For further information please contact:
Chief Executive Officer, and Director
All information contained in this news release with respect to Vitalhub, B Sharp Technologies and HI Next was supplied by the parties, respectively, for inclusion herein, and none of such parties’ directors and officers have relied on such other parties’ for any information concerning such party.
Completion of the transactions described herein is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that any of the transactions will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has in no way passed upon the merits of the transactions and has neither approved nor disapproved the contents of this press release. 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 press release.
This news release contains forward-looking statements relating to the timing and completion of the transactions, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will“, “may“, “should“, “anticipate“, “expects“ and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisition and the potential for an acquisition of HI Next, the use of the net proceeds from the Placement, the listing of the Common Shares on the TSX Venture Exchange, the receipt of regulatory approvals and the timing thereof, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions to completion of the Acquisitions and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that transactions described herein, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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