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EasyMed and Biosign Sign Letter of Intent to Complete Business Combination(April 02, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 04/02/12 -- EasyMed Services Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) ("ESI") is pleased to announce today that it has entered into a letter of intent dated April 1, 2012 (the "Letter of Intent") with Biosign Technologies Inc. (TSX VENTURE:BIO) ("Biosign") to complete a business combination (the "Transaction"). BIO, a public company with headquarters in Toronto, Canada, provides biomedical systems. Key applications include intelligent systems for non-invasive monitoring of common health risks associated with blood pressure, glucose, and medication. The core technology combines measurement, analysis, and rapid knowledge formation to support health monitoring across global markets. Upon completion of the Transaction, it is intended that the combined entity will continue to carry on the business of ESI and will be listed on the TSX-V.
Transaction Summary. It is currently contemplated that the Transaction will be completed by way of an amalgamation or arrangement between Biosign and ESI (the resulting entity being, the "Resulting Issuer"). Biosign is governed by the Business Corporations Act (Ontario) and ESI is governed by the Business Corporations Act (British Columbia). In connection with the Transaction, it is contemplated that ESI will continue from the Province of British Columbia to the Province of Ontario. The Transaction is an arm's length transaction and will constitute a reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "ESI Healthcare Inc." or such other name as may be determined by the parties.
Under the Transaction, based on the current number of outstanding common shares of Biosign, each outstanding common share of Biosign will be exchanged for common shares of the Resulting Issuer on an approximately 5.7 for one basis. The exchange ratio is based on a deemed price of approximately $0.17 per common share of Biosign and a price of $1.00 per common share of ESI. Assuming that the current number of outstanding common shares of Biosign is outstanding immediately prior to the closing of the Transaction, the total number of Resulting Issuer common shares to be issued to Biosign shareholders will be approximately 15,600,000. As a result of the Transaction, each outstanding Biosign warrant and option to acquire Biosign common shares will be exercisable into common shares of the Resulting Issuer on the same terms and conditions as the original Biosign warrant or option, adjusted to give effect to the applicable exchange ratio.
Under the Transaction, based on the current number of outstanding common shares of ESI, each outstanding common shares of ESI will be exchanged for common shares of the Resulting Issuer on a one for one basis. Assuming that the current number of outstanding common shares of ESI is outstanding immediately prior to the closing of the Transaction, the total number of Resulting Issuer common shares to be issued to ESI shareholders will be approximately 31,100,000. As a result of the Transaction, each outstanding ESI warrant and option to acquire ESI common shares will be exercisable into common shares of the Resulting Issuer on the same terms and conditions as the original ESI warrant or option, adjusted to give effect to the applicable exchange ratio.
Following the completion of the Transaction (based on the outstanding share capital of each of Biosign and ESI as of the date hereof), approximately 47,000,000 common shares will be issued and outstanding, of which Biosign shareholders will hold common shares representing approximately 33% of the outstanding common shares of the Resulting Issuer. The parties intend that the outstanding common shares of the Resulting Issuer will be listed on the TSX-V following completion of the Transaction.
The Letter of Intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature, together with a break fee in the amount of $500,000, payable in common shares or cash to be determined by the payor), the completion of a private placement by Biosign for gross proceeds of not less than $2,000,000, the completion of satisfactory due diligence investigations by each party, the approval of the shareholders of Biosign and ESI and TSX-V acceptance.
Information Concerning Biosign. Biosign Technologies Inc. is a public company traded on the TSX - Venture Exchange ("TSX-V") under the symbol BIO and was formed via an amalgamation under the Business Corporations Act (Ontario) on July 14, 2006. The predecessor operating company was Biosign Technologies Inc. which was incorporated under the Business Corporations Act (Ontario) on March 11, 2004.
Biosign is an ISO 13485 Certified Medical Device company that has invested in excess of $15million to develop technologies, products and initiatives to address critical problems in global health care. Biosign is committed to becoming the "world's health monitor" with a robust, integrated and portable system that provides valuable information to stakeholders. Biosign's breakthrough technology and continued innovation serve the Company's mission to make health care safe, simple, and sensible.
Biosign provides an end-to-end solution for non-invasive monitoring, analysis and reporting of health data critical to the management of cardiovascular conditions through their proprietary platform "UFIT". The UFIT?? cuff painlessly captures the pulse waveform from the patient's pulse and transmits it to the cloud through a computer. Biosign proprietary algorithms analyze the data in seconds to report blood pressure and other cardiovascular measurements. Biosign's analysis and reporting tools give patients and their healthcare team secure access to real-time and longitudinal health information for treatment planning, evaluation, and management.
In October 2010 Biosign acquired Healthanywhere(TM) ("HA") for consideration of approximately $3,400,000. The HA intellectual property includes a 510k clearance from the U.S. Food and Drug Administration for the HA solution as a Class II medical device. HA provides software solutions addressing the continuum of care from wellness promotion and self-managed care to chronic disease management.
Board of Directors of Resulting Issuer. Under the terms of the Letter of Intent, Biosign will appoint three members to the Board of the Resulting Issuer and ESI will appoint four members to the Board of the Resulting Issuer. Information on the proposed directors will be provided in due course.
Sponsorship. The Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted. Biosign intends to apply to the TSX-V for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date.
The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed, or at all.
Further details concerning the Transaction, Biosign (including additional financial information and technical information respecting the assets of Biosign) and other matters will be announced if and when a definitive agreement is reached.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Biosign is subject to the rules and regulations of the TSX-V. The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
About EasyMed Services Inc.
EasyMed Services, Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) is a global medical information technology company delivering an end to end patient care solution through mobile phone/PDA and server technologies offering specialized services and applications for healthcare, insurance and pharmaceutical industries. We are committed to world-class customer service and the protection of our clients' information.
For more information, visit www.easymedservices.com.
This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. These forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.
The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
EasyMed Services Inc.
(416) 662 3971
Biosign Technologies Inc.
(416) 218-9800 ext. 234
Bay Street Connect
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