Toronto, Ontario–(Newsfile Corp. – December 22, 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 December 21, 2017 with all of the shareholders of H.I. Next Inc. (“HI Next“) to purchase all of the issued and outstanding securities of HI Next (the “Acquisition“). The Acquisition is expected to close on or about December 29, 2017.
The purchase price for the Acquisition shall be up to $6,612,512 (the “Purchase Price“), satisfied by (i) a cash payment of $550,000 (the “Cash Purchase Price“), (ii) the delivery of a total of 19,500,000 common shares of Vitalhub (“Common Shares“), at a deemed price of $0.1275 per Common Share (the “Share Purchase Price“), to the shareholders of HI Next, and (iii) subject to the exercise of an option by a customer of HI Next on or after closing of the Acquisition, cash payments equal to certain fee(s) actually paid by such customer to HI Next pursuant to an existing agreement between such customer and HI Next, the aggregate of such payments not to exceed $2,784,817 (USD).
The Company currently has 102,857,974 Common Shares issued and outstanding. Upon delivery of the Share Purchase Price, the Company will have a total 122,357,974 issued and outstanding Common Shares. The principal shareholders of HI Next, Peter Catford and Ellen Catford (the “Principals“) shall receive 9,078,876 and 8,722,840 Common Shares, respectively. Peter Catford and Ellen Catford are therefore receiving Common Shares of the Company such that they will hold approximately 7.42% and 7.13%, respectively, and 14.55% taken together, of the total issued and outstanding Common Shares on consummation of the Acquisition.
A portion of the Cash Purchase Price, being $150,000, will be subject to escrow for the purposes of use against future indemnity claims or purchase price adjustments and will be held for a period of nine (9) months from the date of closing of the Acquisition. A portion of the Share Purchase Price paid to the Principals, being 17,801,720 Common Shares, will be subject to escrow and is to be released bi-annually in six equal amounts over the period of three (3) years beginning with the date that is six (6) months after the date of closing.
The Agreement was negotiated at arm’s length, and includes contains customary representations, warranties and closing conditions.
On closing of the Acquisition, Mr. Catford is to join Vitalhub’s management as Chief Strategist.
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 HI Next
HI Next is a growing company which has historical revenues of $2.695 million, $3.329 million and $3.572 million for the previous three fiscal years (2015, 2016 and 2017), respectively with expenses for the corresponding periods of $2.530 million, $2,.953 million and $3.657 million. HI Next’s fiscal year end is September 30.
HI Next offers a complete suite of industry proven, peer reviewed tools to identify and address the full range of behavioral, medical, and social problems affecting the seriously mental ill. Providers can document, share, and collaborate patient results, care plans, and progress notes with peer providers in real-time.
HI Next owns TREAT, a Web-based EHR and care coordination platform built for health care providers. TREAT’s integrated solutions are tailored to many sectors of care, including Behavioral and Mental Health, Community, & more. With over 100 clinical assessment tools, coordinated care planning, progress notes, practice management and an easy-to-use design, TREAT provides a complete system that will help health care providers to improve overall patient care.
Currently more than 80 organizations across North America benefit from using TREAT’s integrated health care solutions every day.
VitalHub delivers an innovate platform for the creation of mobile health applications that increases productivity within healthcare settings. The VitalHub platform provides the ability to integrate existing individual healthcare applications while maintaining the control, security and privacy essential in healthcare. VitalHub’s applications are focused on the fast-growing mental health and long term care markets and the company plans to strategically acquire and grow business in these areas. Currently over 50 healthcare institutions across Canada use products from VitalHub and its subsidiaries.
VitalHub is based in Toronto, ON, and publicly traded on the TSX Venture Exchange: VHI.
For further information please contact:
Chief Executive Officer, and Director
All information contained in this news release with respect to Vitalhub 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 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.
from Newsfile Corp News Releases http://ift.tt/2kYouKz.