SOURCE: Future Healthcare of America

Future Healthcare of America

September 09, 2015 08:30 ET

Future Healthcare of America Signs Merger Agreement to Acquire Leader in Industrial Asset Intelligence and 3D Visualization

Transaction Will Create Two Companies for FHA Shareholders Through Current Healthcare Business Spin-Off

PALM BEACH, FL--(Marketwired - Sep 9, 2015) - Future Healthcare of America (OTCQB: FUTU) ("FHA" or the "Company") has entered into a definitive Merger and Share Exchange Agreement to acquire F3 & Associates, Inc. ("F3"), an award winning provider of high definition data capture and management services for critical, capital-intensive industrial assets including oil/gas refineries, power plants, bridges and tunnels, and other national infrastructure sites.

F3 provides 3D laser scanning, land surveying, digital modeling and Data as a Service (DaaS) for some of the largest general contractors, engineering firms and companies in the world including Shell, Chevron, BP, Disney and more than 800 other customers over its 10 years in business. The company provides its customers with construction documentation, building information models, and precise information about the true condition of high-end buildings, industrial facilities and infrastructure sites. This valuable intelligence improves decision making for design, maintenance, repair and upgrade activities, thereby reducing downtime and minimizing costs. 

"We are excited to merge with FHA because, among other things, it will provide F3 with access to the public capital markets as we begin our national expansion," said Mark Sizelove, F3's CEO. "We are currently experiencing considerable growth as a company, both organically through our many Master Service Agreements with blue chip customers, and with opportunities to broaden our geographic reach by means of strategic acquisitions. We believe that our strategy will allow us to grow revenues substantially and create the leading national brand in 3D data services."

Under the terms of the Merger Agreement, the Company will issue a controlling interest of its common stock to F3 shareholders in exchange for all of the issued and outstanding shares of F3. Following closing, the Company will continue F3's asset intelligence and data management businesses, and spin-off to shareholders its current healthcare operations. This will result in the FHA business becoming a separately traded public company owned by FHA's shareholders of record immediately prior to Merger closing. 

"We're pleased to bring F3 to our shareholders," commented FHA's CEO, Chris Spencer. "This is truly an exciting company that is led by an impressive management team and industry visionaries who are focused on cutting-edge services for major international corporations. We believe this transaction will provide our shareholders with an exciting value creation opportunity by participating in the expected growth of F3 while also maintaining ownership of the subsequently spun-off FHA healthcare business."

The completion of the merger is subject to certain closing conditions discussed in the Company's Current Report on Form 8-K filed with the SEC on September 8, 2015, which includes a copy of the signed Merger Agreement.

About F3 & Associates, Inc.: F3 delivers geo-referenced 3D scanning, modeling and data services to large scale commercial, industrial and infrastructure projects. These services improve decision making by providing operators with precise information about the true condition and "as-built" measurements of an asset, which allows complicated procedures to be planned, coordinated and choreographed more efficiently. This reduces downtime and costs, and enhances safety at these facilities. F3's long term customers include almost every major oil/gas company, leading electric and gas utilities, and household brand names in technology and theme parks. 

For more information about F3, please visit: www.f3-inc.com

Legal Notice Regarding Forward-Looking Statements: This news release contains "Forward-looking Statements". These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to our ability to complete the acquisition of F3, risks associated with changes in general economic and business conditions, actions of our competitors, the extent to which we are able to develop new services and markets for our services, the time and expense involved in such development activities, the level of demand and market acceptance of our services, and changes in our business strategies.

Contact Information

  • Contact:
    Arthur Douglas and Associates
    Art Batson
    407-478-1120