Toronto, Ontario–(Newsfile Corp. – January 10, 2018) – VITALHUB CORP. (TSXV: VHI) (the “Company” or “Vitalhub”), is pleased to announce that it has completed the acquisition of H.I. Next Inc. (“HI Next”) through the purchase of all of the issued and outstanding securities of HI Next (the “Acquisition”) pursuant to an acquisition agreement (the “Agreement”) dated December 21, 2017 with all of the shareholders of HI Next.
“We are pleased to welcome the HI Next team and its customers to Vitalhub and are extremely excited as to the potential created by the combination of Vitalhub, HI Next and the recently-acquired B Sharp Technologies,” said Dan Matlow, CEO of Vitalhub. “We have brought together great technology, great people and great customers to establish a Canadian mental health software company with a robust offering of products and services.”
“Our acquisition by VitalHub is a strong endorsement of our leadership in specialty electronic health records for Mental Health, Addictions and Community Support organizations. It recognizes the value of the HI Next team and our focus on innovation and service to the healthcare industry over the last decade,” said Peter Catford, Co-founder and CEO of HI Next. “We’re really looking forward to the very positive impact that this will have on our growth, customer value and expansion of our products.”
The purchase price for the Acquisition shall be up to $6,612,512 satisfied by (i) a cash payment of $550,000 (the “Cash Purchase Price”) paid on closing, (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 on closing, 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).
In advance of closing the Acquisition, the Company had 102,857,974 Common Shares issued and outstanding. Upon delivery of the Share Purchase Price, the Company now has a total 122,357,974 issued and outstanding Common Shares. The principal shareholders of HI Next, Peter Catford and Ellen Catford (the “Principals”) received 9,078,876 and 8,722,840 Common Shares, respectively. Peter Catford and Ellen Catford are therefore received Common Shares of the Company such that they hold approximately 7.42% and 7.13%, respectively, and 14.55% taken together, of the total issued and outstanding Common Shares.
A portion of the Cash Purchase Price, being $150,000, is 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, is 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.
Mr. Catford joins Vitalhub’s management team as Chief Strategist.
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.
About Peter Catford
Peter is the founder of HI Next, the developer of TREAT, an electronic health record software system that is installed in 85 organizations across North America. HI Next’s current feature project is the implementation of 16 mental health, addictions and harm reduction organizations in New York State known as the HCBS (Home and Community Based Services) project.
Peter has enjoyed decades of involvement in health care information systems development, consulting and management. He has focused on healthcare leadership and information technology innovation holding a number of senior positions within the academic teaching hospital complex in Toronto. Peter is adjunct faculty at the University of Toronto and past Chair of Ontario’s Health Informatics Standards Council (OHISC).
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
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 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 effectively integrate HI Next into the Company 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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