Patient Home Monitoring Corp.
TSX VENTURE : PHM

August 12, 2014 08:29 ET

Patient Home Monitoring Corp. To Secure $7.5 Million In a Debenture Offering

LOS ANGELES, CALIFORNIA--(Marketwired - Aug. 12, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Patient Home Monitoring Corp. ("PHM" or the "Company") (TSX VENTURE:PHM) is pleased to announce that it has entered into an agreement with a syndicate of agents, led by Mackie Research Capital Corporation and including Beacon Securities Limited (the "Agents"), whereby the Agents will sell on a best-efforts private placement basis, approximately $7.5 million (the "Offering") in debenture units ("Debenture Units") of the Company at a price of $1,000 per Debenture.

PHM is rolling-up a large and fragmented market of small, profitable businesses providing healthcare products and services to chronically ill patients. The companies are acquired for their technical and market expertise in certain product and service lines, as well as their patient databases. Once acquired, PHM works to offer these newly acquired services to its entire patient base, thereby increasing revenue per patient and achieving organic post acquisition revenue growth and profits.

PHM plans to use the proceeds of this Offering for acquisition purposes and general working capital. PHM has an existing pipeline of three profitable acquisition candidates moving to the LOI stage. PHM has already closed several acquisitions resulting in annualized sales of $32 million and $6.2 million annualized Adjusted EBITDA in June 2014.

The Company has granted the Agents an option (the "Agent's Option") to increase the size of the Offering by up to an additional 15%, of the total number of Debenture Units to be issued under the Offering, at any time on or before two days prior to the closing of the Offering (the "Closing").

Each Debenture Unit shall consist of one (1) non-convertible subordinated debenture ("Debenture") and 900 warrants ("Warrants") exercisable for a period of 60 months from Closing.

Each Debenture shall bear interest at 7.5% per annum with a maturity date of December 31, 2019. All interest shall be calculated and paid semi-annually in arrears on the last business day of June and December in each year with the first payment to commence on December 31, 2014, computed on the basis of a 360-day year composed of twelve 30-day months and paid in cash.

Each Warrant will entitle the holder thereof to acquire one common share ("Common Share") in the Company for an exercise price of $0.45 per Common Share for a period of 60 months following the Closing. The expiry date of the Warrants may be accelerated by the Company at any time following the one year anniversary of the Closing and prior to the expiry date of the Warrants if the volume-weighted average trading price of the Company's shares is greater than $0.55 for any 20 consecutive trading days.

The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Agents may designate, and otherwise in those jurisdictions where the Offering can lawfully be made, including the U.S. under applicable private placement exemptions.

The net proceeds from the Offering will be used for working capital and general corporate purposes. The Closing of the Offering is expected to occur on or about August 26, 2014 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About PHM

PHM is an acquisition-oriented, fast-growing and profitable company servicing patients with heart disease and other chronic health conditions. PHM is focused on acquiring companies in 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 is actively and successfully identifying and evaluating profitable, annuity-based companies to acquire at favorable prices in order to integrate their patient databases and technical expertise. 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. The expected result is growing EPS with each acquisition and growing revenue and profits from the cross selling efforts.

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.

Forward-Looking Statements

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of PHM and anticipated events or results, are assumptions based on beliefs of PHM's senior management as well as information currently available to it. While these assumptions were considered reasonable by PHM at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the risk that the private placement is not completed, 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, and could differ materially from what is currently expected. There can be no assurance that forward-looking statements will prove to be accurate. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Company's plan, objectives and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements.

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