Healthscreen Solutions Inc.

Healthscreen Solutions Inc.

May 16, 2006 15:55 ET

Healthscreen Solutions to Merge with AIM Health Group

ST. CATHARINES, ONTARIO--(CCNMatthews - May 16, 2006) - Healthscreen Solutions Inc. (TSX VENTURE:MDU) ("Healthscreen"), a premier supplier of Electronic Health Records (EHR), is pleased to announce that it has signed a letter of intent dated May 15, 2006 with AIM Health Group ("AIM"), a private national health care services company to merge by way of a reverse take-over. The transaction is an arm's length transaction and is subject to regulatory approval and the completion of a financing of at least Cdn$4 million.

AIM Health Group provides health care services to corporations, insurance companies, government agencies and direct to individuals across Canada. AIM's divisions include family practice and walk-in clinics, multidisciplinary treatment and rehabilitation, occupational health and a pharmaceutical research division. AIM has grown each year since inception in 1990 and recorded net revenues of approximately $26 million. Healthscreen's revenues are approximately $4 million with more than 4,000 physicians using the Company's electronic health records software across Canada. AIM is controlled by Lu Barbuto of Aurora, Ontario.

The newly formed entity, soon to be renamed, will combine the strengths of both businesses. Healthscreen will become the technology e-Health, research, and patient/data management integration link for AIM. It will assist in creating access to physicians' patients through direct Patient-Consumer e-Health, utilizing the family physician as the MD Health Coach. In addition, Healthscreen's proprietary EHR software will be used by AIM's various divisions. Healthscreen is well positioned to support and grow several of the AIM divisions because of the Company's large physician client base, operational clinic experience and leading EMR solutions software.

AIM is in the process of combining many of its medical clinics and rehabilitation clinics into health and wellness centres which are larger, integrated clinics offering a broad range of services to the patient. Services that are provided in these centres include walk-in and family practice medical services, rehabilitation services, pharamacy infusion services and various wellness programs. These centres provide a convenient access to health and wellness services for the patient and provide an outstanding environment for medical doctors in the delivery of complete health care to the patient. Specialty services relating to cardiac and cancer prevention and rehabilitation can be delivered in the health and wellness centres.

Healthscreen and AIM believe that changes in the Canadian health care marketplace and in the Canadian illness profile present many opportunities for the new Company to expand into preventative health and the development of health services offered directly to the consumer. Management believes that the time is now to rapidly expand infrastructure and healthcare services, especially in disease prevention and illness management such as cardiac services, cancer prevention and wellness related services.

The immediate strategic priorities in the combined operations of the two organizations are to:

- Continue to develop Health and Wellness Centres across Ontario, and then across Canada.

- Healthscreen will become the technology e-Health, research, and patient/data management integration link for AIM. It will assist in creating access to physicians' patients through direct Patient-Consumer e-Health, utilizing the family physician as the MD Health Coach.

- Expand pharmaceutical drug trial research through the continued recruitment of general practitioners.

- Continue to expand occupational health and wellness services for corporate clients.

The terms of the transaction are that Healthscreen will issue 120,000,000 common shares to the existing shareholders of the AIM Health Group. During negotiations, Healthscreen Solutions and AIM Health Group fixed the exchange ratio whereby the existing shareholders of Healthscreen will retain approximately 17% of the number of shares of the new company to be held by the existing shareholders of AIM. This ratio will be preserved during the financing. A third party business valuation of the two companies was conducted concluding that the exchange ratio was fair. The actual number of shares to be issued on the closing of the transaction will be adjusted to reflect the amount of the financing raised.

The proceeds of the financing will be used to fund the development of the e-health business, the build out of more health and wellness centres and for general corporate purposes.

The new board will consist of Lu Barbuto, President and CEO of AIM, and Greg Van Staveren, CFO of AIM, Bruce Rosenberg of Healthscreen Solutions, and four other new independent members who have not yet been nominated. Shareholder consent will be required for these appointments once the transaction has been completed.

Healthscreen intends to make application to the TSX Venture Exchange to exempt Healthscreen from the requirements to obtain a sponsor in connection with the transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested Shareholder approval. The transactions cannot close until required Shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Healthscreen should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.

About Healthscreen Solutions Inc.

Healthscreen Solutions ( was among the first Electronic Health Records (EHR) providers to create leading edge software that support digitalization and network connectivity solutions for a growing list of research groups and community physicians. The Company serves thousands of physicians and handles more than $1.5 billion in healthcare transactions a year. Healthscreen also operates 5 full service medical clinics that act as turn-key operations maximizing returns for physicians while enhancing patient care.

About AIM Health Group

AIM Health Group ( is a fully integrated Canadian health care company that offers comprehensive services to individuals that are ill, injured, or disabled, and to individuals requiring life style interventions to improve their quality of life (wellness). AIM Health Group's five health delivery divisions integrate all aspects of health care from clinical research, medical assessments, occupational health, multi-disciplinary rehabilitation, medical acute care, family practice and specialty clinics. AIM provides comprehensive health services through dedicated professionals who are all part of a successful and growing organization that fosters excellence in managing the individuals health through clinical consensus contribution.

Statements in this release that are forward-looking involve known and unknown risks and uncertainties, which may cause the company's actual results in future periods to be materially different from any future performance that may be suggested in this release. The company assumes no obligation to update any forward-looking statements contained in this release.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents herein.

Contact Information

  • Healthscreen Solutions Inc.
    Bruce Rosenberg
    President and CEO
    Toll Free: 1-800-567-5017
    Healthscreen Solutions Inc.
    Wes Stonos
    Vice President of Sales
    Toll Free: 1-800-567-5017
    AIM Health Group
    Lu Barbuto
    President and CEO
    (905) 475-3353
    AIM Health Group
    Greg Van Staveren
    (905) 475-3353