Pethealth Inc.
TSX VENTURE : PTZ

Pethealth Inc.

May 01, 2007 09:20 ET

Pethealth Inc. to List on the Toronto Stock Exchange

OAKVILLE, ONTARIO--(CCNMatthews - May 1, 2007) - Pethealth Inc. (TSX VENTURE:PTZ) ("Pethealth" or the "Company") today announced that it has received conditional approval to list its common shares on the Toronto Stock Exchange ("TSX"). The approval by the TSX is subject to the satisfaction of certain customary conditions on or prior to July 24, 2007.

The graduation of the Company and the listing of its common shares on the TSX is subject to the condition that the Company complete a share consolidation on a consolidation ratio of one post-consolidation common share for each ten pre-consolidation common shares (1-for-10). The board of directors of the Company has approved the required share consolidation. The name of the Company and the existing trading symbol for the Company's common shares will not change for the post-consolidation common shares of the Company which will continue to trade under the symbol "PTZ".

"Our promotion to the TSX reflects the on-going strengthening of the fundamentals underlying our business," said Mark Warren, President and Chief Executive Officer of Pethealth. "Listing the Company on a senior exchange was identified as a priority for management after reporting profitability in 2006 and we anticipate this move will enhance our profile among a broader group of investors."

As described in the Company's management proxy circular previously mailed to shareholders on April 17, 2007, the proposed share consolidation will be submitted for approval by shareholders at the Company's annual and special meeting of shareholders, which is currently scheduled to take place on Monday, May 7th at 10:30 am at The Mount Royal Club, Princess Patricia Room, 1175 Sherbrooke Street West, Montreal, Quebec. If the proposed share consolidation is approved by the requisite number of shareholders, the share consolidation will be effective following the receipt by the Company of a Certificate of Amendment and all necessary regulatory approvals, including approval of the proposed share consolidation by the TSX.

Additional Information on the Share Consolidation

No fractional shares will be issued pursuant to the proposed consolidation. In the event that the share consolidation would result in a holder of common shares otherwise becoming entitled to a fraction of a common share, such fraction of a common share shall be rounded up to the next whole common share. The exercise price and number of common shares of the Company issuable under any outstanding options, warrants or other convertible securities will be proportionally adjusted upon the implementation of the proposed share consolidation.

The proposed consolidation of common shares is expected to increase the market price of the Company's common shares on a per share basis by reducing the number of common shares outstanding. However, no assurance can be given as to the effect of the consolidation on the trading value of the Company's common shares. If the proposed consolidation is approved by shareholders, it will result in some shareholders owning "odd-lots" of less than 100 shares. Brokerage commissions and other costs of transactions in "odd-lots" are often higher than the costs of transactions in "round-lots" of even multiples of 100 shares.

The consolidation of common shares will not give rise to a capital gain or loss under the Income Tax Act (Canada) for a shareholder who holds such shares as capital property. The adjusted cost base to a shareholder of the post-consolidation common shares immediately after the consolidation is effected will be equal to the aggregate adjusted cost base to the shareholder of the pre-consolidation common shares immediately before the consolidation is effected.

Upon receipt of shareholder and regulatory approvals, the Company will announce the effective date its post-consolidation common shares will commence trading on the TSX on a consolidated basis, which is currently expected to occur in the second quarter of this year.

Implementation of the Share Consolidation

If the proposed consolidation is approved by shareholders of the Company and the board of directors determines to implement the consolidation, the Company will file articles of amendment in the prescribed form with the Director under the Canada Business Corporation Act (the "Act"). The consolidation will become effective on the date shown on the certificate issued by the Director under the Act and will occur simultaneously for all of the common shares then existing on the same basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common share.

Shareholders of the Company who hold their shares through their broker or other intermediary and do not have actual share certificates registered in their name will not be required to complete and return a letter of transmittal (as described below). Any pre-consolidation common shares owned by such shareholders will be automatically adjusted as a result of the consolidation to reflect the applicable number of post-consolidation common shares owned by them and no further action will be required to be taken by such shareholders.

The following information only applies to shareholders of the Company who have actual share certificates registered in their name. Upon receipt of the certificate effecting the consolidation, the Company will send to shareholders a letter of transmittal for use by shareholders to transmit their share certificates representing pre-consolidation common shares to the Company's registrar and transfer agent, Computershare Investor Services, to exchange for new certificates representing the number of post-consolidation common shares to which such shareholder is entitled as a result of the consolidation. Upon the consolidation becoming effective, certificates for post-consolidation common shares will be issued to shareholders against deposit of their certificates representing presently issued and outstanding common shares with the Company's registrar and transfer agent, Computershare Investor Services, at the address set forth in the letter of transmittal to be delivered to shareholders of the Company. Deliveries of new share certificates will not be made until shareholders have surrendered their current issued share certificates with a duly completed letter of transmittal. Until surrendered, each share certificate formerly representing pre-consolidation common shares will be deemed for all purposes to represent the number of post-consolidation common shares (being one tenth the number represented on the pre-consolidation share certificate, subject to the treatment of fractional shares), to which the holder is entitled as a result of the consolidation.

About Pethealth

Pethealth is a leading provider of pet insurance and pet related data management services to the North American companion animal industry. Pethealth offers a unique range of products and services for veterinarians, shelters and pet owners through a number of wholly owned subsidiaries using a range of brand names including PetCare, ShelterCare, CherryBlue, 24PetWatch and PetPoint.

Pethealth is based in Oakville, Ontario. To find out more about Pethealth, visit the website at www.pethealthinc.com

Forward-Looking Statements

This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", believe", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts.

Forward-looking information by its nature necessarily involves risks and uncertainties including, without limitation, the difficulty of predicting the current regulatory and supervisory environment, the timing and conditions to obtaining any regulatory or other requisite approvals, reliance on insurance underwriters for pet insurance policies, market acceptance and demand for existing and new products and services, including PetPoint and EVE Software and the 24PetWatch microchip program, the Company's ability to maintain and service new and existing customers, the protection of intellectual property associated with the Company's products and services, the impact of competition generally and new competitive products, currency and foreign exchange fluctuations, risks associated with the Company's customer care solutions facility, and related risks and uncertainties. Additional risks and uncertainties affecting the Company can be found in the Company's Annual Information Form available on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Investor Relations Contacts:
    Pethealth Inc.
    Mark Warren, President and Chief Executive Officer
    or
    Pethealth Inc.
    Glen Tennison
    Glen Tennison
    (905) 842-2615
    Website: www.pethealthinc.com