Syncordia Technologies and Healthcare Solutions, Inc.

Syncordia Technologies and Healthcare Solutions, Inc.

June 03, 2015 08:00 ET

Syncordia Technologies and Healthcare Solutions, Inc. Announces CAD $8,001,000 Bought Deal Private Placement of Subscription Receipts

TORONTO, ONTARIO--(Marketwired - June 3, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Syncordia Technologies and Healthcare Solutions, Inc. ("Syncordia" or the "Company") today announced that it has entered into a bought deal agreement with National Bank Financial Inc. and Mackie Research Capital Corporation as joint-bookrunners and co-lead underwriters (the "Underwriters") to issue, by way of a private placement, 2,667,000 subscription receipts (the "Subscription Receipts") of Syncordia from treasury at a price of CAD $3.00 per Subscription Receipt for gross proceeds of CAD $8,001,000 (the "Offering"). The Company has granted the Underwriters an option (the "Underwriters' Option") to purchase up to an additional 667,000 Subscription Receipts at the same price, exercisable in whole or in part at any time up to 4:00PM (Toronto time) on June 3, 2015. If the Underwriters' Option is exercised in full, the total gross proceeds to Syncordia from the sale of Subscription Receipts will be CAD $10,002,000.

Each Subscription Receipt is comprised of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable for a period of 24 months following the closing of the Offering (the "Closing") at an exercise price of CAD $3.30. If at any time following the four-month anniversary of the Closing and prior to the expiry date of the Warrants, the volume-weighted average trading price of the Common Shares is greater than CAD $4.00 for any 20 consecutive trading days, then the Company shall have the option to accelerate the expiry date of the Warrants to the date that is thirty calendar days after notice of such event is publicly announced by the Company or mailed to the Warrant holder.

The Offering will take place by way of a private placement to qualified investors in all provinces of Canada and otherwise in those jurisdictions where the Offering can lawfully be made. Canadian subscribers must be "accredited investors" (as defined in National Instrument 45-106 Prospectus Exemptions ("NI 45-106")) or otherwise qualified under NI 45-106. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act), or any state securities laws, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the Securities Act.

Closing of the Offering is expected to occur on June 19, 2015.

Assuming the satisfaction of the Release Conditions (as defined below), the net proceeds of the Offering will be used for general corporate purposes and / or potential future acquisitions.

At the effective time of the completion of the acquisition of the Company by LL Capital Corp. ("LL Capital") through a proposed "three-cornered" amalgamation (the "Acquisition"), each (a) Common Share of the Company acquired upon conversion of the Subscription Receipts will be exchanged for a common share of the Resulting Issuer (as defined below), (b) each Warrant of the Company acquired upon conversion of the Subscription Receipts will be exchanged for a warrant to purchase one (subject to customary adjustments) Common Share of the Resulting Issuer on equivalent terms, which in each case will be without payment of any additional consideration or any further action on the part of the holder thereof.

The gross proceeds from the Offering, less 50% of the Underwriters' commission and any expenses of the Offering (the "Escrowed Proceeds"), will be deposited and held in escrow. The Escrowed Proceeds will be released from escrow upon satisfaction of the Release Conditions. The "Release Conditions" means:

(a) all conditions precedent to the closing of the Acquisition have been met; and

(b) conditional approval by the TSX Venture Exchange of the Acquisition and for the listing of the Common Shares (including those issuable upon exercise of the Warrants and Broker Warrants) of the Resulting Issuer issuable in connection with the Acquisition shall have been obtained.

"Resulting Issuer" means LL Capital Corp. (proposed to be renamed "Syncordia Technologies and Healthcare Solutions, Corp.") following completion of the Acquisition, whose shares will be listed for trading on the TSX Venture Exchange.

Michael Franks, CEO of Syncordia, "We are pleased to announce this offering. It positions Syncordia well for success as a public company and is a strong show of support for our business model of becoming a world class technology enabled revenue cycle management company."

About Syncordia

Syncordia has operations in North America and Europe, and is focused on investing in, partnering with and growing RCM companies where proprietary technology can be used as an accelerator. Syncordia addresses a great void in niche healthcare sectors, such as EMS and behavioral health, where the necessary workflow/production/analytic components are largely absent or inadequate for a RCM company to maintain quality with scale. Syncordia is actively acquiring medical billing companies and is building a proprietary suite of RCM software solutions called the Syncordia Cloud, which includes patient scheduling, electronic health records, claims management, analytics and more. Syncordia's ability to not only offer but control the entire product offering of both software and solutions uniquely positions the company to be able to deliver a refreshingly simple and powerful product offering that's largely absent in healthcare today. Led by a team of executives with extensive experience in RCM and technology, acquisition opportunities are carefully selected to become part of the Syncordia family and enable Syncordia's vision of becoming a world class technology enhanced RCM Company with best in class solutions.

www.syncordiahealth.com.

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