Certive Solutions Inc.

Certive Solutions Inc.

August 17, 2015 09:25 ET

CERTIVE SOLUTIONS INC. Announces Acquisition of Omega Technology Solutions, LLC

VANCOUVER, BRITISH COLUMBIA and SCOTTSDALE, ARIZONA--(Marketwired - Aug. 17, 2015) - Certive Solutions Inc. ("Certive") (CSE:CBP)(FRANKFURT:5CE)(OTCQB:CTVEF) is pleased to announce the closing of the acquisition of Omega Technology Solutions, LLC of Fort Lauderdale, Florida (Omega).

The purchase price for the purchased assets was two million five hundred thousand dollars ($2,500,000) paid by Certive USA as follows:

  • Initial payment in the amount of two hundred thousand dollars ($200,000), dated August 31, 2015.

  • Four hundred thousand dollars ($400,000) subscription receipt for Omega in the private placement which shall entitle Omega to 1,333,334 Units comprised of 1,333,334 common shares of Certive and 1,333,334 warrants exercisable into 1,333,334 warrant shares. Upon exercise of the warrants, Certive shall receive proceeds of $466,667, and such proceeds will be applied to management contracts with principal members of Omega's management team.

  • Convertible promissory note on the date of initial closing for six hundred thousand dollars ($600,000). The convertible promissory note will be non-interest bearing and have a two-year term from the date of initial closing. In the event that Omega elects, in whole or in part, to take cash as the form of payment on the promissory note, Certive shall have 60 days from the date of notification of such election to make the requested payment.

  • 1,300,000 preferred shares of Certive Solutions Inc. Commencing on the date of initial closing and for a period of three years (the "Earn Out Period"), if at any time during the Earn Out Period Certive receives cumulatively $1,000,000 in net income from the acquired assets or from any of Omega's current software offerings, the preferred shares shall be redeemable by Certive at a price of one dollar ($1.00) per share for each dollar ($1.00) earned from the Scheduled Contracts by Certive USA in excess of $1,000,000. Any shares not otherwise redeemed after the Earn Out Period will be cancelled at that time.

Omega's management team unanimously commented that "the transaction evidences Omega's growing commitment to its customers, and to provide the resources to expand our service offerings. We are proud of our dedicated commitment to all of our loyal customers. This new relationship will ensure that the Omega trusted brand will continue with the excellence that has been fostered since founding the company some 20 years ago."

Van Potter, CEO of Certive stated that "Certive's acquisition of Omega exemplifies the continued commitment we have to identifying operational excellence, trusted relationships, and a desire to become part of a growing revenue cycle solutions provider in U.S. health care. We are delighted to welcome the Omega team to Certive."

For more information please see www.certive.com, or contact Certive directly at 480-922-5327.


Van Potter, President and CEO, Director

About Certive Solutions Inc.

Certive Solutions Inc. (Vancouver British Columbia, Scottsdale, Arizona) provides revenue cycle management solutions to the U.S. health care market. Certive's claim audit and recovery services, billing services, and software solutions help providers work with payers to efficiently manage the reimbursement process and improve financial performance. Certive's highly skilled and experienced management team, combined with proprietary workflow and analytics, audits and identify, bill and collect underpayments in accordance with contractual obligations between the public or commercial insurance carrier and the designated provider. The health care market is changing. Certive works with clients to provide efficient and effective solutions aligned with reform initiatives to improve health care and reduce costs.


This press release contains forward-looking statements. These statements relate to future events or future performance and reflect our expectations and assumptions regarding our growth, results of operations, performance and business prospects and opportunities. Such forward-looking statements reflect our current beliefs and are based on information currently available to us. In some cases, forward-looking statements can be identified by terminology such as "may", "would", "could", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts.

A number of factors could cause actual events, performance or results, including those in respect of the foregoing items, to differ materially from the events, performance and results discussed in the forward looking statements.

Factors that could cause actual events, performance or results to differ materially from those set forth in the forward-looking statements include, but are not limited to:

• the effect of continuing operating losses on our ability to obtain, on satisfactory terms, or at all, the capital required to remain a going concern;

• the ability to obtain sufficient and suitable financing to support operations, development and commercialization of our services;

• the risks associated with the development of our technology;

• the risks associated with the increase in operating costs from additional development costs and increased staff;

• the timing and nature of feedback from customers; and

• our ability to successfully compete in our targeted markets.

Although the forward-looking statements contained in this press release are based on what we consider to be reasonable assumptions based on information currently available to us, there can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and our assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release. Forward-looking statements made in this press release are made as of the date of the original document and have not been updated by us except as expressly provided for in this press release. As required by securities legislation applicable to reporting issuers, it is our policy to update, from time to time, forward-looking information in our periodic management discussions and analyses and provide updates on our activities to the public through the filing and dissemination of news releases and material change reports.

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