TORONTO, ONTARIO--(Marketwired - Sept. 2, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Quantum International Income Corp. ("QIIC" or the "Company") (TSX VENTURE:QIC.H) is pleased to announce that it has successfully completed the establishment of its strategic partnership with DGAT Partners, LLC ("DGAT"), the controlling entity of NYC Surgical Associates, through the establishment of Centers for Special Surgery, LLC ("CSS") a Delaware limited liability company jointly controlled by the Company and DGAT. The Company is also pleased to announce that CSS has, through its operating subsidiary Center for Special Surgery of Essex County, LLC, successfully acquired certain assets comprising the Roseland Ambulatory Surgery Center ("RASC"), one of the largest ambulatory surgery centers in New Jersey. Separately, the Company has also successfully completed its acquisition of a controlling stake in Multiple Media Entertainment Inc. ("MME"), a full-service media content and distribution company headquartered in Toronto, Ontario.
The establishment of CSS, acquisition of the RASC and acquisition of MME (collectively, the "Transactions"), which were previously announced in the Company's news releases of June 27, 2014 and August 8, 2014, will together constitute a "change of business" (within the meaning of the policies of the TSX Venture Exchange (the "Exchange")) and, subject to the receipt of final approval of the Exchange, will see the Company reactivated and graduate from a listing on the NEX board ("NEX") of the Exchange to a listing on the Exchange as a Tier 2 issuer. Full details of the Transactions may be found in the Company's Filing Statement, available on SEDAR at www.sedar.com.
The Company completed the Transactions after receiving (i) the conditional approval of the Exchange on August 27, 2014 and, (ii) the approval of a majority of the shareholders of the Company, which was obtained by way of written consent.
In connection with the completion of the Transactions, an aggregate of 18,440,128 subscription receipts of the Company, which were issued pursuant to concurrent brokered and non-brokered private placements completed in a series of tranches between August 11, 2014 and August 15, 2014 (the "Concurrent Financing") were converted, for no additional consideration, into an aggregate of 18,440,128 common shares of the Company. The Concurrent Financing was announced in June 27, 2014 and further described in the Company's news releases of August 11, 2014 and August 15, 2014. Full details on the Concurrent Financing may be found in the Company's Filing Statement, available on SEDAR at www.sedar.com. All common shares issued pursuant to the Concurrent Financing will be subject to a hold period expiring on the date that is four months and one day from the date of the issuance of the overlying subscription receipt. Concurrently with the conversion of the Company's subscription receipts to common shares, the Company paid a cash commission to Global Securities Corporation (the "Agent") equal to 6% of the aggregate gross proceeds of the brokered component of the Concurrent Financing. The Agent also received 897,450 options (the "Compensation Options") to purchase common shares of QIIC at an exercise price of $0.35 at any time prior to August 28, 2016. Certain other cash commissions and Compensation Options were paid to finders in connection with the non-brokered portion of the Concurrent Financing in amounts no more favourable than the compensation received by the Agent. The Company expects such finders to receive an aggregate cash commission of $47,790.59 and 136,544 Compensation Options.
Completion of the Transactions and the "change of business" remains subject to final Exchange acceptance and there can be no assurance that the Transactions and "change of business" will be completed on the terms described in the Company's news releases and the Filing Statement, or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information release or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in securities of QIIC should be considered highly speculative.
Trading in the Company's shares on the Exchange has been halted since the announcement of the Transactions on June 27, 2014. Subject to receipt of final Exchange acceptance, trading is expected to recommence in the week of September 8, 2014.
QIIC seeks to acquire operating businesses with a proven track record, an opportunity for growth and whose management wishes to continue to operate the business going forward. The Company's acquisition approach will be to grow through the acquisition of "platform" businesses that are consistent with its business strategy, investment policy and acquisition criteria and then to continue to build revenues and earnings within these businesses. Potential acquisition targets may be private or public companies in a variety of industries, thereby allowing for diversification. Value will be created by seeking out high growth, high margin opportunities where the acquired businesses can maintain and develop the deep knowledge, expertise and understanding of their customers' needs required to deliver superior service and command higher pricing and margins than the competition.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") and QIIC cautions investors about important factors that could cause QIIC's actual results to differ materially from those expressed, implied or projected in any Forward-Looking Statements included in this press release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "may", "could", "believes", "estimates", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements that involve projections, estimates, assumptions, known and unknown risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements or otherwise materially inaccurate. No assurance can be given that these expectations or assumptions will prove to be correct and such Forward-Looking Statements included in this press release should not be unduly relied upon. These Forward-Looking Statements speak only as of management's beliefs and expectations as of the date of this press release. In addition, this press release may contain Forward-Looking Statements drawn from or attributed to third party sources. Accordingly, any such statements are qualified in their entirety by reference to the information discussed throughout this press release.
In particular, this press release contains Forward-Looking Statements regarding anticipated future financial, structural, growth and operating performance of QIIC, including as it pertains to the acquisitions and transactions set out in this press release and the deployment of capital into new acquisitions. These Forward-Looking Statements reflect the current beliefs of management with respect to, among other things, the receipt of final Exchange acceptance for the transactions, the recommencement of trading in the Company's securities on the Exchange, qualification as an "investment issuer" for Exchange purposes, and other future events.
Actual results may differ materially due to a number of risks and uncertainties faced by QIIC, including, but not limited to: general economic and business conditions; global financial conditions; the failure of QIIC to identify acquisition targets; third parties honouring their contractual obligations with QIIC and its subsidiaries; relationships with operating and/or joint venture partners; inaccuracy, incompleteness or omissions in any of the financial and other information upon which management bases its analysis of potential acquisitions; the failure to realize the anticipated benefits of QIIC's current and future acquisitions; factors relating to the healthcare industry, including reliance on third-party payors for revenue; licensing, certification and accreditation risk; healthcare regulatory requirements; dependence on physician relationships; litigation, professional liability claims; insurance coverage limitations and uninsured risks; dependence on key personnel at the QIIC and operations level; competition from other healthcare providers; factors relating to the media content generation and distribution industry, including ability to deliver services in a timely manner; changes in technology, consumer markets or demand for media services; changes in federal, provincial and foreign content laws and regulations; dependence on third party content producers; competition for, among other things, capital, equipment and skilled personnel; the inability to generate sufficient cash flow from operations to meet future obligations; the inability to obtain required debt and/or equity financing for future acquisitions on suitable terms; competition for acquisition targets; seasonality and fluctuations in results; and limited diversification of QIIC's business industries, structures and operations.
QIIC cautions that the list and description of Forward-Looking Statements, risks, assumptions and uncertainties set out above is not exhaustive. QIIC will update the Forward-Looking Statements as required be securities law. All Forward-Looking Statements contained in this press release are qualified by these cautionary statements.
Unless otherwise specified in this press release, information contained in this press release is current as of the date of this press release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. Additional information on these and other factors that could affect the operations or financial results of QIIC and its subsidiaries are included in disclosure documents filed by QIIC with the securities regulatory authorities, available under QIIC's profile on SEDAR at www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
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.