Allezoe Medical Holdings, Inc.
OTCBB : ALZM

Allezoe Medical Holdings, Inc.

July 19, 2012 10:35 ET

Allezoe Medical Holdings (ALZM) Announces Acquisition Agreement

BOCA RATON, FLORIDA--(Marketwire - July 19, 2012) - Allezoe Medical Holdings (OTCBB:ALZM) today announced that it has entered into an agreement for the merger of HealthWatch Systems, Inc., a Florida corporation, with and into HWS Acquisition Corp., a Florida corporation and wholly-owned acquisition subsidiary of ALZM. The result of the merger will be that HealthWatchSystems, Inc. ("OVWatch") will become a wholly-owned subsidiary of ALZM and the shareholders of OVWatch, as a group, will acquire 20 percent of the outstanding stock of ALZM, post-merger, on a fully-diluted basis.

OVWatch (www.ovwatch.com) is a privately held medical device company focused on solutions for infertility problems in couples seeking to have children. OV-Watch® is a non-invasive, wrist watch-like medical device that provides four days advance notice of ovulation to maximize conception opportunities. The product is FDA cleared (510k) is currently being marketed in the US and is also approved in Canada and Europe. The OV-Watch has been featured on The Doctor's Show, Fox and Friends television, The Tyra Banks Show and other television and radio shows and is available on-line.

According to Jack Luchese, Chairman and CEO of OVWatch: "More and more people now appreciate that urine based test methodology is 15 years old and has many limitations. The inventors of the OV-Watch set out to design a new, better, less stressful, more modern solution for couples trying to build their families. The OV-Watch advanced fertility prediction device is the newest technology available and by design, it is definitely NOT LH-based, but instead relies on a woman's own individualized, hormonal cycle. The OV-Watch knows that cycles are not consistent from period to period, and, using microscopic samples of the users own skin perspiration, the OV-Watch has been clinical proven to provide accurate predictions of the entire fertility cycle. More important is the fact that the OV-Watch provides a couple with four full days advance notice of ovulation and those four days have been clinically proven to be the best days to have intercourse leading to conception. The OV-Watch is worn at night and provides optimized results in the morning, pin-pointing the ideal time for conception."

According to Michael Gelmon, Chairman and CEO of ALZM: "The acquisition of the OV-Watch technology will add another cutting-edge medical device technology to the growing line up of Allezoe Medical subsidiaries. We are excited about the potential of this acquisition and look forward to working with the OVWatch team to build this product."

Closing of the merger is subject to the approval of a majority of the shareholders of OVWatch, and also to the amendment of the Articles of Incorporation of ALZM to increase the authorized shares and to implement a reverse stock split of the common stock, the process for which will commence within 5 days.

FORWARD LOOKING STATEMENT

Certain statements contained herein and subsequent oral statements made by and on behalf of ALZM may contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as "intends", "anticipates", "believes", "expects", and "hopes" and includes, without limitation, statements regarding ALZM's plan of business operations, product research and development activities, anticipated revenues and expenses and potential contractual arrangements and obligations. Also, our management may make forward-looking statements orally to investors, analysts, the media and others. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company undertakes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company's SEC filings are available at http://www.sec.gov.

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