SAN FRANCISCO, CALIFORNIA--(Marketwired - March 28, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Patient Home Monitoring Corp. (TSX VENTURE:PHM) ("PHM") announced that it is mailing to shareholders a corrected Notice of Annual and Special Meeting of Shareholders and Information Circular with an amendment. Shareholders should expect to receive the corrected version with the amendment within a week.
Mr. Kusher is no longer on the slate of Directors to reflect the announcement on March 25th, 2014 (PHM Announces Execution of Letter of Intent (LOI) with Acquisition Target with $14 Million in Annual Revenue; a Re-Alignment of Senior Management to Better Reflect Growth Strategy). Additionally, with respect to the proposed Acquisition of HeartHealth4Me, corrections relate to the number of shares issued in connection with the growth. According to the Board resolution and Purchase Agreement, the number of shares to be issued should be 16,300 rather than 163,000. The correct language relating to the shares due and Earn Out Payment in paragraph 3 on page 8 is:
"HH4Me has cash of $104,000, and no material debt. HH4M has three shareholders, Mssrs. Dalsin and Greene hold "Class B" shares of HH4M and an additional unrelated and unaffiliated third party to the Company holds "Class A" shares. The Company can acquire HeartHealth4Me for an initial payment of 750,000 shares of PHM stock, which stock shall be conveyed to the unaffiliated third party. Shareholder approval is sought, however, because a corporation affiliated with two directors of the Company, Messrs. Dalsin and Greene, would have the right to receive shares in the Company over a three-year period in the event that Annual Adjusted EBITDA of the Company grows. For each $10,000 in Annual Adjusted EBITDA Growth, the Company would issue 16,300 common shares of the Company ("Earn Out Payment"). To avoid excessive shareholder dilution, the number of shares to be issued in the Earn Out Payment over the three-year period is capped at 15,800,000 shares. In the event that the Company is sold or subject to a change in control, however, the Earn Out Payment becomes automatically due and payable."
The correct language for the first sentence of the third full paragraph on page 9 is:
"The Class B shareholders of HH4M shall be issued 1.63 common shares of the Company for each dollar of Growth in Annual Adjusted EBITDA."
If any shareholder does not receive the amendment by the end of next week, the amendment will be available at the company website. Any shareholder that voted a proxy and wishes to change the vote may revoke the proxy as provided in the Notice, or may contact their broker for assistance. To assist in this process, the Company will also mail new proxies to shareholders along with the amendment.
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 a positive cash flow and profitable company that serves patients with heart disease and other chronic health conditions, this operation is a platform for acquisitions and organic growth. 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 is actively working to identify and evaluate profitable, annuity-based companies to acquire their patient databases and technical expertise at favorable prices. 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.
These Adjusted EBITDA figures are unaudited and may change subject to due diligence and closing procedures. They are intended only as an estimate of trailing twelve month Adjusted EBITDA of the combined entities and are not meant to convey forward looking information. Adjusted EBITDA is a Non-IFRS measure the Company uses as an indicator of financial health, and excludes several items which may be useful in the consideration of the financial condition of the Company, including interest expense, taxes, depreciation, amortization, stock based compensation, and owner compensation.
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 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, low profit market segments as well as general economic, market and business conditions, and could differ materially from what is currently expected.
Neither 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.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of PHM. The securities of PHM have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.