QHR Technologies Inc.

QHR Technologies Inc.

December 08, 2009 13:56 ET

QHR Announces Acquisition of 100% of the Class A Common Voting Shares of Clinicare Corporation

KELOWNA, BRITISH COLUMBIA--(Marketwire - Dec. 8, 2009) - QHR Technologies Inc. ("QHR" or the "Company") (TSX VENTURE:QHR) announced today that the Company has completed the acquisition (the "Acquisition") of 100% of the Class A common voting shares and approximately 19.5% of the Class B common non-voting shares of Clinicare Corporation ("Clinicare"). Following the Acquisition, QHR owns approximately 79% of the total issued and outstanding shares of Clinicare. In connection with the Acquisition, QHR has commenced a subsequent offer to acquire the remainder of the Class B non-voting common shares under similar terms and conditions until February 28, 2010.

The acquisition of Clinicare, which is effective November 30, 2009, together with QHR's Electronic Medical Records ("EMR") division has created one of Canada's leading EMR providers to the healthcare market. Moving forward, it is anticipated that QHR's EMR division, Optimed Software Corporation ("Optimed"), will support over 3,000 physicians across Canada in almost every province for its products, with over 2,000 physicians utilizing EMR. QHR believes more Canadian physicians will be using Optimed's EMR than any other EMR solution and these physician clients have the most extensive EMR database of patient information in Canada.

In announcing the completion of the Acquisition, Mr. Hildebrandt, Chief Executive Officer of QHR, said, "This is a very exciting day for our shareholders, customers and employees. The combined organization will be stronger in the areas of product development, customer support, and sales & marketing and the synergies will enable Optimed to better serve current customers and grow the business in the future."

It is expected that the acquisition will add approximately $3,250,000 of annual recurring revenue in 2010, resulting in combined EMR division recurring revenue of over $6,000,000, and QHR's consolidated recurring revenue in excess of $10,000,000 for 2010.

The acquisition price for 100% of all issued and outstanding shares of Clinicare is $5,000,000, with working capital and other adjustments. The initial payment to the former Clinicare shareholders is scheduled for 30 days after closing, with final payments due within 60 days after closing. The former Clinicare shareholders have the option to receive cash or common shares of QHR, at a deemed price $0.65 per share, for their shares of Clinicare.

To partially fund the Acquisition and QHR's ongoing business expansion, as previously disclosed, QHR has secured an initial $1,000,000 from the Southern Interior Development Initiative Trust (SIDIT) thru a 4 year, debt agreement at 14% interest. Additional funding to complete the acquisition is expected to come from on-going operations.

About QHR

QHR operates two business units in two distinct markets:

The Electronic Medical Records ("EMR") division offers a suite of medical software modules that provides computer-based medical records for physicians, medical specialists and surgeons, as well as an electronic patient record that is a key component of the move throughout Canada to provide electronic health records for all Canadians. The EMR division provides on-site and off-site hosting capabilities.

The Enterprise Management Software ("EMS") division specializes in workforce management software and consists of integrated payroll, employee self service, staff scheduling and human resource software; and in customized financial management software built on the Microsoft Dynamics GP platform. These products are targeted at complex healthcare and social services environments.

On behalf of the Board of Directors

Al Hildebrandt, President and CEO

Legal Notice Regarding Forward Looking Statements

This news release may contain "forward looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions, which can be identified by the use of words such as "anticipated" and "expected". Forward-looking statements included in this news release include that it is anticipated that the EMR division will support over 3,000 physicians across Canada, it is expected that the acquisition will add approximately $3,250,000 of annual recurring revenue in 2010 resulting in combined EMR division recurring revenue of over $6,000,000, and QHR's consolidated recurring revenue in excess of $10,000,000 for 2010. Factors which may result in changes include that our competitors may provide more competitive products or that the needs of our customers change and the expected demand does not materialize. Results from operations in any given period are not necessarily indicative of results to be expected in future periods. These statements are subject to risks that may cause the actual results to be materially different in future periods from those expressed or implied by such forward looking statements. The forward looking statements are based on assumptions that current plans for the EMR and EMS division can be realized. It is not our policy to update forward looking statements. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction.

Further risk information on the Company is available at www.sedar.com.

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

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