newsSystems Xcellence announces pricing for equity offering related to the acquisition of Health Business Systems
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MILTON, ON, Dec. 7 /CNW/ - Systems Xcellence Inc., ("SXC") (TSX: SXC)
today announced the pricing of its planned equity offering (the "Offering")
referred to in its press release of November 22, 2004 regarding its
acquisition (the "Acquisition") of Health Business Systems, Inc. ("HBS"), a
leading provider of retail pharmacy management systems and workflow
technology.
The Offering, which is expected to close on or about December 15, 2004,
will consist of a private placement of a maximum of 11,111,111 special
warrants to be sold to investors in Canada, the U.S. and elsewhere pursuant to
prospectus and registration exemptions. The special warrants will be issued at
a price of Cdn.$1.35 per special warrant for maximum gross proceeds of
Cdn.$15,000,000. Each special warrant will be exercisable into one common
share of SXC (a "Common Share"), without the payment of any additional
consideration, at any time prior to 5:00 p.m. (Toronto time) on the earlier to
occur of: (i) February 28, 2005; and (ii) the third business day after the
date of completion of the Acquisition.
The gross proceeds of the Offering will be held in escrow pending
completion of the Acquisition. If the Acquisition is not completed by 5:00
p.m. (Toronto time) on January 31, 2005 or such later date, not to exceed 10
days thereafter, as SXC and Paradigm Capital Inc. (as lead agent for the
Offering) may agree, each holder of special warrants can elect either to
exercise such special warrants or to have such special warrants repurchased at
the original issue price plus accrued interest, if any. If the Acquisition is
not completed, SXC shall have the option to elect to repurchase all
outstanding special warrants for the issue price thereof plus accrued interest
and in the event that the holder exercises a special warrant prior to the time
that SXC exercises its repurchase right, SXC's exercise of such right shall
prevail.
Paradigm Capital Inc. has agreed to act as sole lead agent for the
Offering and has formed a syndicate that includes McFarlane Gordon Inc.,
Clarus Securities Inc., Dlouhy Merchant Group Inc., Northern Securities Inc.
and Research Capital Inc.
About Systems Xcellence Inc.