Certive Solutions Inc.

Certive Solutions Inc.

March 31, 2014 09:15 ET

Certive Solutions Inc. (CSE:CBP) Announces Acquisition of Titan Health Management Solutions Inc.

SCOTTSDALE, ARIZONA--(Marketwired - March 31, 2014) - The Board of Directors of Certive Solutions Inc. (the "Company or Certive") (CSE:CBP) is pleased to announce the signing of a letter of intent to acquire substantially all of the assets of Titan Health Management Solutions Inc. ("Titan") of Tucson, Arizona.

Titan specializes in partnering with hospitals to enhance their revenue cycle management. Titan provides a wide range of services, including zero balance audit and recovery, denial management, early out / insurance accounts receivable collections, third party liability collections, and billing and collection support services. Titan has developed expertise and unique processes that enhance revenue and assist hospital financial services staff, recovering over USD$10,000,000 annually for its hospital partners. Titan has established credibility as a valuable resource to hospitals and works diligently to identify and recover previously unidentified sources of revenue without impacting the hospital's already overburdened administrative staff. With over 40 employees engaged in the revenue cycle process at Titan's Arizona offices, and over 25 hospitals currently under contract, Titan is a valuable resource to its hospital partners. Titan was proud to celebrate its 12th year of operations in February.

On March 11, 2014 Certive announced a strategic relationship with Titan and on March 20, 2014, Certive and Titan jointly announced the launch of a claims recovery collaboration for a group of medical practitioners located in Phoenix, Arizona. During this period of time, it became apparent that Titan and Certive could mutually benefit by combining technology, business development, financing, and domain expertise.

The combination brings to Certive a legacy business with quantified revenue and customers, established credibility in the U.S. hospital revenue lifecycle recovery market, as well as deep connectivity with senior executives and decision makers presently employed by U.S. hospitals. Titan presently generates approximately USD$2,000,000 in gross revenues annually and is on track to achieve an annualized revenue run rate of approximately USD$6,000,000 by December 31, 2014.

For Titan, the combination represents access to technologies that will provide immediate and long-term scale to its business and the capital necessary to effectively expand sales and marketing efforts that drive significant growth.

Certive and Titan will enter into a definitive acquisition agreement whereby the consideration for the acquisition of the operating assets and intellectual properties of Titan (Titan Assets) will be paid for by cash, a convertible note, common shares by way of a bonus and preferred shares that are convertible into common shares on the occurrence of certain stated events. The consideration contemplated in the definitive acquisition agreement will include a convertible promissory note setting out the terms upon which conversion into common shares of Certive may occur and the deemed exercise timing and price. The definitive acquisition agreement will also include the timing for payment of the cash portion and other consideration for the transaction. The note will define default provisions with respect to payment terms.

Certive anticipates the acquisition to close on or about June 30, 2014.

The transaction is proposed on the following basis:

  1. The agreed purchase price for 100% of the scheduled operating assets and intellectual properties of Titan shall be paid in cash, bonus shares, convertible notes and preferred shares secured by the acquired assets and evidenced by a security agreement and a UCC-1 filing. The purchase price shall be payable in cash in the amount of USD$237,000, a convertible note in the amount of USD$1,800,000, a 20% bonus of 1,000,000 common shares on closing, and 1,250,000 preferred shares which will be convertible into 1,250,000 common shares at a deemed price of $0.35 per share.

  2. Prior to December 31, 2014 the note may be converted at Certive's discretion, a per the stated terms and conditions, into 2,250,000 common shares of Certive at a deemed conversion price of $0.80 per share, subject to the conversion condition noted below in this paragraph. The note may be converted on or after December 31, 2014 at Titan's discretion, however interest accruals will cease on that date. The note will bear interest at the rate of 5% per annum, which interest can be paid in cash or shares on a quarterly basis at Titan's sole option. If interest is paid in shares, the shares will be issued at prevailing market prices from time to time subject to regulatory approval. In the event that the market price for Certive's shares is less than CDN$0.80 on the date at which conversion is elected, the conversion price shall be that prevailing market price at the close of trading on the day immediately preceding notice of conversion or a minimum of CDN$.40 per share. In the event that the prevailing market price for Certive's shares in greater than the CDN$0.80 price then the conversion price shall be CDN$0.80 per share.

  3. That part of the acquisition price to be paid by way of the bonus shares will be issued based upon a factor of 20% of he face value of the convertible note, converted to shares at a deemed price of $0.35 per share for rounded total of approximately 1,000,000 shares, subject to regulatory approval.

  4. That part of the acquisition price to be paid in preferred shares, which are convertible into common shares, shall be convertible based upon the following:

    • For every USD$4.00 in cumulative Capital Cost Recovery revenue generated by Titan Assets, Titan will be entitled to convert 1 preferred share of Certive to 1 common share of Certive. Titan Assets shall have three years to achieve these milestone set out in this clause.

    • For incremental increases in monthly revenues exceeding a base monthly revenue of USD$160,000 (USD$2,000,000 annually) and totalling USD$125,000 per month incrementally for a period of three months or more, Titan shall be eligible to convert 625,000 preferred shares to 625,000 common shares of Certive. Titan shall have three years to achieve the milestone set out in this clause.

  5. Concurrent with closing Titan will be entitled to nominate one member to the Board of Directors.

  6. As a condition of the acquisition, employment agreements or consulting contracts will be negotiated on an acceptable basis to both parties.

The acquisition is conditional upon execution of a definitive acquisition agreement, form of convertible promissory note, issuance of common shares contemplated by the bonus, and approval of the issuance of all preferred shares subject to the Earnings Performance Test.

The Company proposes to pay a finder's fee in connection with the acquisition, in accordance with governing regulatory policies.

The transaction is subject to prior regulatory approval. Insofar as the transaction does not represent a change of control or a change of business, shareholder approval is not required.

As part of this acquisition, Certive welcomes the addition of two key Titan executives to the Certive team:

Thomas J. Hoehner, JD MBA, Titan Chief Executive Officer, brings a wealth of knowledge and over 18 years of experience in the health care profession. He led the turn-around in operations for Health Net of Arizona, significantly improving all customer service metrics and assisting with the financial turnaround of the plan. He also served at Aetna U.S. Healthcare, where he served as Chief of Staff for Aetna's Western Division. Prior to this position he served as a Director of Operations where he was responsible for 1,400 employees involving data entry, claims, billing and eligibility, customer service, finance, and internal consulting. Thomas has also served in financial positions at Prudential Healthcare, Daniel Freeman Medical Center, and Centinella Hospital Medical Center in the Los Angeles area. Thomas has a Juris Doctorate degree from the University of Florida College of Law, and has his MBA and Bachelor's degrees from Michigan State University. Thomas has 20 published articles in various medical journals, is a member of the International Law Society at the University of Florida, and holds membership in the California Bar, the American Bar Association, and the John Marshal Bar Association.

Todd E. Hisey, MHA, Titan Chief Operating Officer, has over 15 years of management experience in a diverse array of health care organizations including health plans, medical groups, and physician offices. Prior to founding Titan Health Management Solutions, Inc., he served as the Director of Operations Services for Health Net of Arizona, where he was responsible for Medical Claims Review, Claims Recovery, Audit/Quality, Operational Reporting, Policy and Development, Training, and Project Management. He has also held operational, strategic planning, and financial positions at Aetna US Healthcare, HealthCare Partners Medical Group, and PacifiCare Health Systems. A consistent focus throughout his career has been on controlling and managing health care costs, including critical review of Provider/Health Plan contract reimbursement language, and maximizing the nuances of claim coding standards to minimize medical expenditures. Todd holds a Masters in Health Administration from the University of Southern California and a Bachelors of Science degree from UCLA.

Titan Health CEO, Thomas Hoehner, stated that the transaction represents the opportunity we have been looking for, in which to combine strategically with an aggressive, well-funded, cloud based technology organization, thus injecting the technology and capital necessary to drive significant growth in revenues as we add a new dimension in scalability to our existing business.

Van Potter, CEO of Certive, commented that "Titan brings to Certive connectivity within the Revenue Life Cycle Management market, customer access, established relationships, and the infrastructure and all regulatory compliance to enable us to rapidly scale our healthcare cloud based solutions. We will leverage this attractive acquisition to seek other opportunities for customer growth over the following months."


Van Potter, President, CEO, Director

About Certive Solutions Inc.

Certive Solutions Inc. (Scottsdale, Arizona) provides cloud revenue cycle management solutions to U.S. hospitals, delivered collaboratively, utilizing proprietary workflow document management and analytics technologies tailored to healthcare business processes. Certive is currently focused on the denied claim segment of revenue cycle management. Certive's solutions enhance the efficiency and effectiveness of denied claims recovery in a revenue sharing relationship that improves hospital net operating results.

The forward-looking information contained in this press release is made as of the date of this press release and except as required by applicable law, the company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires the company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information. Neither the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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