TORONTO, ONTARIO--(Marketwired - July 4, 2016) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Quinsam Opportunities I Inc. ("QOP" or the "Company") (TSX VENTURE:QOP.P), a capital pool company, is pleased to announce that it has entered into a binding letter of intent (the "LOI") dated June 28, 2016 with Vitalhub Corp. ("Vitalhub") which outlines the general terms and conditions of a proposed transaction (the "Proposed Transaction") that will result in QOP acquiring all of the issued and outstanding shares of Vitalhub (the "Vitalhub Shares") and warrants (the "Vitalhub Warrants") in exchange for shares of QOP (each, a "QOP Share") and warrants (each, a "QOP Warrant").
The LOI is to be superseded by a definitive agreement (the "Definitive Agreement") between QOP and Vitalhub with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of the requisite shareholder approval of Vitalhub and QOP, final approval of the TSX Venture Exchange (the "Exchange") and standard closing conditions, including the conditions described below. The parties have agreed that during the period from signing the LOI through to execution of the Definitive Agreement, each of QOP and Vitalhub will continue their respective operations in the ordinary course and will not solicit or accept alternative offers (subject to fiduciary duties). Subject to satisfactory completion of due diligence, the parties expect to execute the Definitive Agreement on or before July 31, 2016 (or such other date as may be mutually agreed in writing between QOP and Vitalhub) and have agreed to use their best efforts to complete the Proposed Transaction by September 30, 2016 (or such other date as may be mutually agreed in writing between QOP and Vitalhub).
The Proposed Transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 - Capital Pool Companies (the "Policy") of the Exchange.
The Proposed Transaction is not a Non Arm's Length Qualifying Transaction pursuant to Section 2.1 of the Policy and, as such, the Company is not required to obtain shareholder approval for the Proposed Transaction. However, the Company intends to hold a special meeting of shareholders to approve certain matters ancillary to the Proposed Transaction, including a name change and change in the board of directors, effective upon closing of the Proposed Transaction ("Closing").
Upon completion of the Proposed Transaction, QOP will continue on with the business of Vitalhub (the Company after the Proposed Transaction being referred to herein as the "Resulting Issuer").
The Proposed Transaction
The Proposed Transaction will result in QOP acquiring all of the issued and outstanding Vitalhub Shares and Vitalhub Warrants such that each shareholder and warrantholder of Vitalhub (including those becoming shareholders and/or warrantholders as a result of the Concurrent Financing and the Vitalhub Financing, as defined below) (each, a "Vitalhub Shareholder" or "Vitalhub Warrantholder" as applicable) will receive one QOP Share issued at a deemed issue price of $0.11 for every 0.4738 Vitalhub Shares held by them (the "Issue Price") and/or one Vitalhub Warrant for every 0.4738 Vitalhub Warrants held by them, as applicable. The number of QOP Shares to be issued by QOP to acquire Vitalhub will be 13,400,016 shares in addition to the number of Vitalhub Shares issued in the Concurrent Financing and the Vitalhub Financing (as defined herein). Additionally, QOP will issue approximately 3,769,974 QOP Warrants in exchange for 1,786,214 Vitalhub Warrants.
As a result of the Proposed Transaction, QOP will acquire all of the issued and outstanding securities of Vitalhub and QOP will continue on with the business of Vitalhub. Upon Closing, the name of the Resulting Issuer will be changed to "Vitalhub Corporation" or such other name as may be acceptable to QOP, Vitalhub and the Exchange.
All QOP Shares issued pursuant to the Proposed Transaction will be freely tradable under applicable securities legislation but may be subject to an Exchange imposed restriction on resale.
Certain of the QOP Shares to be issued to the Vitalhub Shareholders pursuant to the Proposed Transaction, including up to 100% of the securities to be issued to "Principals" (as defined under applicable laws), may also be subject to escrow provisions imposed pursuant to the policies of the Exchange.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Proposed Brokered Equity Financing
QOP or Vitalhub will undertake a brokered equity financing (the "Concurrent Financing") for gross proceeds of a minimum of CAD$500,000. The Concurrent Financing may be completed as a financing into Vitalhub or QOP, as the parties and the agents in the Concurrent Financing may determine acting reasonably. It is expected that the Concurrent Financing will be an issuance of units consisting of one equity share at a price of CAD$0.11 per share and one half warrant to acquire an additional equity share at a price of CAD$0.15 per share, where each warrant will expire on the two year anniversary of the closing date, subject to adjustment in the context of the market through discussion with the agents. In connection with the Concurrent Financing it is agreed that the parties will agree jointly to the appointment of an agent at customary remuneration and terms for a transaction of similar size and scope. Further details with respect to the Concurrent Financing will be provided by way of a subsequent news release.
Proposed Private Placement
Vitalhub may also undertake a private placement of up to $1,000,000 (the "Private Placement") prior to the closing of the Qualifying Transaction and the Concurrent Financing. Shares and warrants issued by Vitalhub pursuant to the Private Placement will be priced on the same basis as the Concurrent Financing after adjustment using the 0.4738 share exchange ratio. If the Private Placement is completed by Vitalhub, the number of QOP Shares and QOP Warrants issued to Vitalhub on the closing of the Qualifying Transaction will be increased by the number of Vitalhub Shares and Vitalhub Warrants issued pursuant to the Private Placement adjusted using the 0.4738 share exchange ratio. Further details with respect to the Private Placement will be provided by way of a subsequent news release.
Conditions to Proposed Transaction
Prior to completion of the Proposed Transaction (and as conditions of closing), among other things:
- the Resulting Issuer shall meet the minimum listing requirements of a Tier 2 Exchange issuer pursuant to Policy 2.1 of the Exchange;
- QOP will have taken all necessary steps to have its name changed from Quinsam Opportunities I Inc. to "Vitalhub Corporation" or such other name as the parties may determine and which is acceptable to the Exchange and applicable regulatory authorities;
- except for one director, to be determined, the current directors and officers of QOP will have resigned and the incoming directors and officers of the Resulting Issuer shall have been appointed;
- the Proposed Transaction shall have occurred no later than September 30, 2016 (the "Outside Date");
- completion of the Concurrent Financing;
- if required by the Exchange, receipt of a formal valuation of Vitalhub satisfactory to the TSXV; and
- receipt of all required consents, waiver and approvals from the Exchange, any securities regulatory authority and any other third party having jurisdiction, including approval from the Exchange for the Proposed Transaction as its Qualifying Transaction and the listing of the Resulting Issuer shares on the Exchange.
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The parties will be seeking a waiver of any requirement for a Sponsor, but in the event a waiver is not available, will seek a sponsorship relationship for this transaction with an Exchange member firm, and will update the markets accordingly.
Vitalhub was incorporated on February 24, 2010 and is validly existing under the Business Corporations Act (Ontario) and the Vitalhub Shares are not publicly listed on any securities exchange. Dan Matlow of Toronto, Ontario, and Brian Goffenberg of Toronto, Ontario are the controlling shareholders of Vitalhub through 2514987 Ontario Inc., an Ontario company. Vitalhub offers a mobile application that provides medical professionals with comprehensive, relevant patient information at the point of care on a wide range of mobile devices. Vitalhub's proprietary server technology and suite of intuitive applications retrieve and aggregate patient data from multiple disparate clinical information systems and display it in a single, unified view on a mobile device.
Additional information with respect to Vitalhub, including selected financial information, will be disclosed by the Company in a subsequent news release.
Proposed Management of the Resulting Issuer
Subject to Exchange approval, it is currently anticipated that all of the current officers and all but one of the current directors of QOP will resign from their respective positions with QOP. It is currently anticipated that Insiders (as such term is described in the policies of the Exchange) of the Resulting Issuer will include each of Dan Matlow, Brian Goffenberg, Roger Dent and Steve Garrington, who are expected to become directors and/or senior officers of the Resulting Issuer. The Company will issue an additional press release including additional information with respect to the incoming board of directors and officers as soon as such titles are formally determined.
Dan Matlow - President, Chief Executive Officer and Director
Mr. Matlow has over 20 years of software vendor management experience, with extensive experience in software development, marketing, consulting, and sales. Dan began his career at On-Line Software Inc. where he led the Canadian operations of a $150M software business. He then founded and led an education services organization called SDLC Technologies Inc. ("SDLC"). SDLC developed and marketed instructor-led IT education courses in the United States and Canada. Dan led the sales function of Open Text's healthcare division as Vice President of Sales. He was SVP of Sales for Corechange, a Boston-based startup, where he led the sales team that grew both license and services revenues from less than USD$1M in 1997, to over $20M in 2001. Open Text acquired Corechange in early 2003. Prior to Corechange, Dan served as President & CEO for an enterprise training and education company that delivered a broad range of instructor-led technical training to Fortune 1000 enterprises in the North America. From 2005 to 2015, Dan served as President and CEO of Medworxx Solutions Inc. ("Medworxx"), a provider of healthcare patient flow solutions throughout Canada, the United States, the UK, France and Australia. Dan holds a BA from York University in Toronto, Canada.
Steve Garrington - Director
Based in Australia, Steve Garrington brings 30 years of Healthcare IT business experience to his role on the Vitalhub board. Mr Garrington has held leadership positions at several international software companies including; Misys, Torex, Ascribe, IBA Health, InterSystems and iSOFT. Mr. Garrington's expertise has been developed in a range of markets including Asia Pacific, Continental Europe, Middle East, North America and the United Kingdom.
Brian Goffenberg - Chief Financial Officer
Mr. Goffenberg has expertise in financial management of information technology firms, including Medworxx Solutions Inc., Philips Lifeline, DWL Incorporated and Delrina Corporation, both before and after its 1995 sale to Symantec Corporation. He has served as a financial partner and business advocate within a varied scope of organizations - and has served in leadership roles throughout trajectories of up to triple revenue growth. In addition to certification from the Canadian Institute of Chartered Accountants, Brian holds Bachelor degrees in Commerce and Accounting from University of the Witwatersrand, Johannesburg, South Africa.
Roger Dent - Director
Mr. Dent has served as the Chief Executive Officer and a director of Quinsam Capital Corporation since December 2013 and is a director of AcuityAds Holdings Inc., Omni-Lite Industries Canada, Inc., Quinsam Opportunities I Inc., The Tinley Beverage Company Inc. and California Nanotechnologies Corp. From 2003 to 2011, he held various positions, including portfolio manager, with Matrix Fund Management Inc., where he managed the Matrix Strategic Small Cap Fund and the Matrix Small Companies Fund. He was formerly Vice-Chairman of one of Canada's largest independent investment dealers and was Managing Director and Deputy Manager of Research at CIBC World Markets. He holds a Master of Business Administration from Harvard Business School and a Bachelor of Commerce from Queen's University.
Further details with respect to the remaining members of the management team and additional members of the board of directors of the Resulting Issuer will be provided by way of a subsequent news release prior to Closing.
All information contained in this news release with respect to QOP and Vitalhub was supplied by the parties, respectively, for inclusion herein, and QOP and its directors and officers have relied on Vitalhub for any information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.