Prism Medical Ltd.

Prism Medical Ltd.

August 07, 2014 23:02 ET

Prism Medical Announces Substantial Issuer Bid

TORONTO, ONTARIO--(Marketwired - Aug. 7, 2014) - PRISM MEDICAL LTD. (TSX VENTURE:PM) ("Prism") today announced that its board of directors (the "Board of Directors") has authorized an offer to repurchase for cancellation up to $35 million worth of its common shares ("Shares"), at a price range of $8.00 to $8.75 per Share, through a Dutch auction type substantial issuer bid (the "Offer"). Up to a maximum of 4,375,000 Shares may be repurchased under the issuer bid, representing approximately 49% of Prism's outstanding Shares. Prism currently has approximately 8,897,779 Shares issued and outstanding. All monetary references in this news release are in Canadian dollars.

The Dutch auction tender procedure allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of the Shares he or she owns. Upon expiration of the Offer, Prism will select the lowest purchase price (the "Purchase Price") that will allow it to buy the largest number of Shares for an aggregate purchase price not exceeding $35 million. Shares tendered at or below the Purchase Price will be purchased at the Purchase Price, subject to proration to the extent the aggregate cost to purchase all of such Shares tendered exceeds $35 million.

The Board of Directors of Prism has retained KPMG Corporate Finance Inc. ("KPMG") to provide a formal valuation and an opinion on the fair market value of Prism's Shares in accordance with applicable securities legislation. KPMG has determined, based on the scope of its review and subject to the qualifications, assumptions and restrictions set forth in the valuation, that the fair market value of Prism's Shares as of May 31, 2014 is in the range of $9.00 to $9.80 per Share.

Prism is making the Offer to distribute a portion of the proceeds received from the sale of Prism's UK operations earlier this year that are considered surplus to Prism's current operating and other business requirements and to provide a liquidity opportunity for shareholders.

Neither Prism nor its Board of Directors makes any recommendation to any shareholder as to whether to deposit Shares to the Offer. Shareholders are urged to consult their own investment and tax advisors and make their own decisions whether to deposit Shares to the Offer and, if so, how many Shares to deposit and at what price or prices.

The Offer is not conditional upon any minimum number of Shares being deposited; however, the Offer is subject to certain other conditions. Full particulars of the terms and conditions of the offer will be contained in the Offer to Purchase and Issuer Bid Circular and other related documents, which will be filed with applicable securities regulatory authorities in Canada and mailed to holders of Shares on or about August 13, 2014. The Offer will expire at 5 p.m. (Toronto Time) on or about September 17, 2014 unless withdrawn or extended by Prism.

The Company has retained Canaccord Genuity Corp. as a financial advisor in connection with the Offer.

In order to comply with applicable securities law requirements in connection with the formal valuation, KPMG has resigned as auditor of Yellow Point Equity Partners Limited Partnership which holds 20.8% of Prism's outstanding Shares.

About Prism Medical Ltd.

Prism Medical Ltd. is one of the largest providers and manufacturers of durable medical equipment and related services to the mobility challenged in North America with more than 110,000 installations and 200,000 product solutions sold. Prism Medical's products are marketed under the brand names of Prism Medical, ErgoSafe, Waverly Glen and Nightingale throughout North America.

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Forward-Looking Information

Certain statements in this release may constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors, which may cause actual results, performance or achievements of Prism to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

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

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