Shareholders of PHM (the "Shareholders"), as of close of business on December 21, 2017, received one new PHM common share (a "
New PHM Share") and one-tenth (1/10) of one common share of Viemed (a "
Viemed Share") for each common share of PHM held by such Shareholder immediately before the completion of the Arrangement.
PHM Provides Update on TSX-V Listing V.QIPT | December 22, 2017
PHM Provides Update on TSX-V Listing CINCINNATI, OHIO--(Marketwired - Dec. 22, 2017) - NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN Patient Home Monitoring Corp. (the "
Company" or "
PHM") (TSX VENTURE:PHM), a healthcare services company with operations in the U.S., is pleased to announce the completion of the Company's plan of arrangement (the "
Arrangement") involving the Company, Viemed Healthcare, Inc. ("
Viemed") and the securityholders of the Company, pursuant to which the Company has completed a spin-out of Viemed.
Immediately prior to the completion of the Arrangement, PHM transferred to Viemed all of its interests in Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C., which are engaged in the provision of equipment and home therapy to patients affected by specific respiratory diseases.
As a result of the Arrangement, among other things, shareholders of PHM (the "
Shareholders"), as of close of business on December 21, 2017, received one new PHM common share (a "
New PHM Share") and one-tenth (1/10) of one common share of Viemed (a "
Viemed Share") for each common share of PHM held by such Shareholder immediately before the completion of the Arrangement. Also in connection with the Arrangement, (a) for each stock option of PHM held, each option holder that remains employed or engaged by PHM will receive one option to purchase from PHM one New PHM Share (a "
New PHM Option") and PHM option holders employed or engaged by Viemed will receive one New PHM Option (which will expire three months following completion of the Arrangement) and one tenth (1/10) of one option to purchase from Viemed one Viemed Share, and (b) for each common share purchase warrant of PHM held, each warrant holder will receive one warrant to purchase from PHM one New PHM Share (a "
New PHM Warrant") and one tenth (1/10) of one warrant to purchase from Viemed one Viemed Share. The exercise prices of the stock options and common share purchase warrants of PHM and Viemed will be determined by the respective trading prices of PHM and Viemed for the five trading days following completion of the Arrangement (as more particularly described in the Circular (defined below)).
The New PHM Options will be issued pursuant to the PHM stock option plan which was approved by Shareholders at an annual and special meeting of Shareholders held on December 15, 2017. At the meeting, the Shareholders also approved the adoption of a restricted share unit and deferred share unit plan. Pursuant to the PHM stock option plan and restricted share unit and deferred share unit plan, PHM may reserve up to an aggregate of 75,819,279 PHM Shares pursuant to awards granted under the plans.
Upon completion of the Arrangement and at the time of listing, PHM has a total of 379,096,396 Common Shares, 26,005,058 common share purchase warrants and 17,906,179 (8,388,978 of which held by option holders employed or engaged by Viemed that will expire on March 21, 2017) stock options outstanding.
The New PHM Shares will commence trading on the TSX Venture Exchange (the "
TSXV") on December 22, 2017 under the stock symbol "PHM", and PHM's outstanding 7.5% non-convertible unsecured subordinated debentures maturing on December 31, 2019, will continue to trade under the symbol "PHM.DB.".
The board of directors of the Company was reconstituted in connection with the Arrangement and consists of Gregory Crawford, Mark Greenberg and Edward Brann. The officers of the Company consist of Gregory Crawford (President and Chief Executive Officer), Allan Wallander (Chief Financial Officer) and Robbie Grossman (Corporate Secretary).
Gregory Crawford, PHM's Chairman and CEO said, "I'm pleased we have reached the completion of this process and I look forward to capitalizing on the growth opportunities in front of us as we move into next year. I plan on providing the market with a full update of our business plans and strategy in the coming weeks."