Overtech Corp.

November 13, 2014 03:01 ET

Overtech Completes Acquisition of Beatmungspflege 24 GmbH

STUTTGART, GERMANY--(Marketwired - Nov. 13, 2014) - Overtech Corp. (OTCBB:OVET) Overtech Corp. (the "Company" or "Overtech") is pleased to announce the Closing of the Share Purchase Agreement (the "Share Purchase Agreement") dated September 3, 2014 with Overtech, its wholly-owned subsidiary, Medicus Homecare Inc., Dr. Orhan Karahodza (the "Vendor"), Beatmungspflege 24 GmbH (the "GmbH") and Elmedina Adzemovic to acquire all of the issued and outstanding shares of the GmbH held by the Vendor.

The GmbH was formed to acquire the medical in-home care services proprietorships operated by Dr. Karahodza for several years under the names Das Pflegeland and Premium-Pflegedienst Pflegeland (the "Predecessors"). The GmbH acquired the Predecessors effective as at July 1, 2014. Prior to the acquisition of the Predecessors, the GmbH did not carry on any business.

Under the terms of the Share Purchase Agreement, the Subsidiary, acquired the GmbH for a consideration of USD$100. Concurrent with Closing of the acquisition, Dr. Elmedina Adzemovic, transferred 40,800,000 of shares of our common stock held by her to Dr. Karahodza. As a result of the transfer of her shares to Dr. Karahodza, Dr. Adzemovic no longer owns any shares of our common stock. Accordingly, we experienced a change in control and Dr. Karahodza now controls 56.2% of our issued and outstanding shares of common stock.

"I am extremely pleased to announce today the completion of the acquisition and merger of Beatmungspflege 24 by Overtech. Now that the transaction is complete we can execute our growth and expansion strategies by having access to capital required via the public markets. We have a very aggressive growth plan over the next 24 months that we can now begin to roll out across the entire country of Germany. The Company will shortly be renamed Medicus Homecare Inc. and change its trading symbol to reflect our line of business," stated new President and CEO, Dr. Orhan Karahodza.

As a result of our acquisition of the GmbH, we have now changed our business to providing medical in-home care services in Germany. In addition, our acquisition of the GmbH has the effect of causing us to cease being a "shell company." As the GmbH becomes our acquiring successor, we will be required to file our Form 10-Q for the period ended September 30, 2014. We will include in that filing the required Form 10 information.

For the one year period ended December 31, 2012 the Predecessors had combined audited revenues of USD $4,839,409 and EBIT of USD $1,678,489;

For the one year period ended December 31, 2013 the Predecessors had combined audited revenues of USD $5,342,559 and EBIT of USD $1,940,553;

For the six month period ended June 30, 2014 the Predecessors had combined unaudited revenues of USD $2,823,318 and EBIT of USD $828,074;

(Figures above are assuming todays exchange rate of EUR1 = $1.25)

Upon closing of the acquisition of the GmbH, Dr. Elmedina Adzemovic resigned as our Chief Executive Officer, President, Secretary and Treasurer. The resignations of Dr. Adzemovic were made in accordance with the terms of the Share Purchase Agreement and were not due to any disagreements with the Company. She continues to act as the Company's Chief Financial Officer and as a Director.

Upon the tendering of Dr. Adzemovic's resignations, Dr. Orhan Karahodza was appointed to our Board of Directors and as our Chief Executive Officer, President, Secretary and Treasurer.

Dr. Orhan Karahodza practiced, after his studies at the University of Tübingen, at some well-known hospitals, such as the District Hospital Bad Friedrichshall, the Red Cross Hospital in Stuttgart, the specialist clinic ,,Klinik am Eichert", etc.

During this time as a staff physician, Dr. Karahodza M.D. got to know the internal processes in hospitals and the need for care facilities for discharged patients. Furthermore, Dr. Karahodza M.D. was able to establish a broad network of contacts to clinic managers, doctors, administrative staff, etc. during this time, which proves advantageous in terms of customer acquisition to this day.

For the past 16 years, Dr. Karahodza managed his outpatient care service.

Medical In-Home Care Services

The business of the GmbH is primarily the offering of medical in-home care services in Germany including ventilation for patients that suffer from debilitating diseases such as Amyotrophic Lateral Sclerosis (ALS), Muscular Dystrophy (MD), Guillain-Barre syndrome (GBS), and Chronic Obstructive Pulmonary Disease (COPD). Other services include acute post-patient care, Respiration optimization and monitoring of long-term home respiration with care available throughout Germany within 24 hours for all respiration cases.

The GmbH's office is currently in the Stuttgart. The GmbH also has a facility in Stuttgart with three beds outfitted with respiratory equipment, seven local checkpoints and plans to open additional checkpoints throughout all major German cities. The checkpoints are locations where nurses pick up medication, supplies and equipment prior to visiting the patients in their homes.

At the present time, the GmbH has 103 employees and contractors of which 80 are nurses responsible for maintenance and care of patients.

Ambulatory care services and nursing care is estimated to be a 27 billion EUR annual market in Germany. The German market for ambulatory care services is estimated to increase to 50 billion EUR by 2020.

Overtech will merge with its subsidiary and change its name to Medicus Homecare Inc, and further updates will be provided as they become available.

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Overtech cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond their control. Such factors include, among other things: risks and uncertainties relating to their business plan, their ability to raise sufficient financing and their limited operating history. There is no assurance that they will be able to open additional locations throughout Germany on any particular time frame as this is based on factors outside their control like, financing availability, licensing, construction delays and ability to recruit qualified personnel. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Overtech undertakes no obligation to publicly update or revise forward-looking information. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Overtech Corp. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.

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