Post by
nikker on Sep 08, 2016 9:18am
N.R.
Nightingale Closes Previously Announced Sale to TELUS V.NGH | 14 hours ago Canada NewsWire MARKHAM, ON, Sept. 7, 2016 MARKHAM, ON, Sept. 7, 2016 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today announced that it had closed its previously announced sale of its Canadian assets required to serve the Company's Canadian customers to TELUS Health Solutions GP ("TELUS Health"). The Transaction was initially announced on July 14, 2016, as the Company had entered into a definitive agreement to sell its Canadian assets required to serve the Company's Canadian customers to TELUS Health (the "Transaction"). Nightingale held a shareholder meeting on August 30, 2016, and 99.9 per cent of shareholders who voted, voted in favour of the Transaction. The Company issued a press release on August 31, 2016 summarizing the results of the vote. Gross proceeds from the Transaction are $14.5 million. The total amount of holdback will be $1.1 million, resulting in net proceeds of $13.4 million. Nightingale will use the proceeds of the sale to repay its various debt instruments, totalling $10,827,000, with the balance expected to be used to retire certain other liabilities and to fund working capital. The Company has initiated its application to be moved from the TSX Venture exchange to the NEX exchange as a result of the reduced activity moving forward. The Company received shareholder authorization to change its legal name from "Nightingale Informatix Corporation" to "Nexia Health Technologies Inc." The Company expects this change to be implemented in the next week. The Company also announced that as a result of the Transaction, and to minimize ongoing expenses while the Company seeks to monetize its remaining assets, it has terminated its Chief Financial Officer David Toews, its Chief Commercial Officer Mark Crerar, and its Chief Executive Officer Sam Chebib. Mr. Toews will work with the Company until the end of September to finalize closing matters of the Transaction, and Mr. Chebib will stay on as a director of the Company while acting as Chief Executive Officer for nominal compensation to lead the efforts to maximize value for the remaining assets. The Company will retain ownership of the intellectual property for its V10 (Nexia) EMR platform and rights for its claims clearinghouse and the ability to use, commercialize or divest from such intellectual property in the global markets outside North America. The Company remains restricted from competing in the United States until October 2018 and, as part of the Transaction, may not use its technology in Canada. The Company also expects to have accumulated loss carry-forwards for Canadian tax purposes. PricewaterhouseCoopers Corporate Finance Inc. acted as financial advisor to the Board of Directors of the Company in connection with the Transaction. Forward Looking Statements: Read more at https://www.stockhouse.com/news/press-releases/2016/09/07/nightingale-closes-previously-announced-sale-to-telus#gdvXRXCVz5FOlVtr.99