Patient Home Monitoring Corp.
TSX VENTURE : PHM

April 26, 2016 20:36 ET

Patient Home Monitoring Clarifies Regulatory BAR Requirement

LAFAYETTE, LOUISIANA--(Marketwired - April 26, 2016) - Patient Home Monitoring Corp. ("PHM") (TSX VENTURE:PHM), a healthcare services company with operations in the US, acquired Sleep Management, LLC and Home Sleep Delivered, LLC on July 9, 2015 as disclosed in a News Release dated July 13, 2015 but the parties agreed that the economics and therefore the accounting for the acquisition were to be effective June 1, 2015.

Effective June 30, 2015, the significant acquisition threshold under the asset or investment test, which triggers the requirement to file a Form 45-106F4 Business Acquisition Report ("BAR") under NI 51-102 was increased from 40% to 100%, reducing the instances where BARs would be required by venture issuers, including potentially the acquisition of Sleep Management. Pursuant to a review by the British Columbia Securities Commission (the "BCSC"), it has been determined that based on the accounting acquisition date of June 1, 2015, the BCSC has requested that PHM file a BAR. PHM intends on making an application for a decision pursuant to Section 13.1 of NI 51-102 exempting PHM from the requirement to file a BAR based partly on the premise that a BAR would not have been required if the accounting acquisition date was July 9, 2015 in light of the amendments to NI 51-102 that came into effect on June 30, 2015.

This determination, relating to an acquisition made 10 months ago, does not have any operational impact upon the acquisition itself, nor does it change the financial reporting relating to the acquisition. The determination will not alter the future revenues or operations of PHM. The primary financial impact upon PHM relating to the determination is the expense associated with preparing the BAR, should PHM file a BAR. Otherwise, the determination will have no material impact upon the cash flows of PHM, or its balance sheet. The management team continues to reiterate the growth guidance that it had provided to the market previously. PHM will remain on the BCSC's Issuers in Default list until the earlier of the date (i) PHM files a BAR, if ever (ii) PHM files audited financial statements that include at least nine months of the acquired business (this would automatically be accomplished at such time as PHM files its September 30, 2016 annual financial statements), and (iii) a decision to grant exemptive relief is made by the BCSC, if ever.

About PHM

The explosive growth in the number of elderly patients in the US healthcare market is creating pressure to provide more efficient delivery systems. Healthcare providers, such as hospitals, physicians and pharmacies, are seeking partners that can offer a range of products and services that improve outcomes, reduce hospital readmissions, and help control costs. PHM fills this need by delivering a growing number of specialized products and services to achieve these goals. PHM is focused on a highly fragmented and developing market of small privately-held companies servicing chronically ill patients with multiple disease states caused mainly by age and obesity. Because of the new and highly fragmented nature of the market. PHM's post acquisition organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient's services and making life easier for the patient.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to PHM, the intentions of PHM regarding the enhancement of the value of PHM and accelerating the development of PHM's business, the success of its acquisitions, the potential that PHM files a BAR or an application for exemptive relief for filing a BAR, and a decision to grant exemptive relief being made by the BCSC, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect PHM's current views and intentions with respect to future events, and current information available to PHM, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include changes in law, the ability to implement business strategies and pursue business opportunities, state of the capital markets, the availability of funds and resources to pursue operations, decline of reimbursement rates, dependence on few payors, possible new drug discoveries, a novel business model, dependence on key suppliers, granting of permits and licenses in a highly regulated business, competition, difficulty integrating newly acquired businesses, low profit market segments as well as general economic, market and business conditions, amongst others. Should any factor affect PHM in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, PHM does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and PHM undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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