Visiphor Corporation
TSX VENTURE : VIS
OTC Bulletin Board : VISRF

Visiphor Corporation

November 21, 2005 06:30 ET

Visiphor Completes Acquisition of Sunaptic Solutions

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 21, 2005) - Visiphor Corporation ("Visiphor") (OTCBB:VISRF)(TSX VENTURE:VIS)(DE:IGYA) announced today that further to its news release dated October 6, 2005, it has completed its acquisition of Sunaptic Solutions Incorporated ("Sunaptic"), a privately held, Vancouver-based company specializing in providing integration solutions using Microsoft technologies such as .NET and BizTalk Server for the health care and financial services marketplaces. Visiphor acquired 100% of the outstanding shares of Sunaptic for consideration of $3,200,000, consisting of $2,720,000 in cash and 1,066,666 common shares of Visiphor at a deemed price of $0.45 per share. Such shares will be held in escrow, with 50% to be released on the 12th and 18th month anniversary dates of the closing of the acquisition, respectively.

"We are very excited about the completion of this transaction. The benefits of the Visiphor-Sunaptic combination have been increasingly clear to both companies during the closing period" said Visiphor President and CEO Roy Trivett. "This expands the scope of our solution expertise to include all aspects of business process integration. The new domain expertise in health care and financial services will fuel accelerated expansion of our customer base in these areas."

Mike Hilton the President of Sunaptic added "Combining with Visiphor gives us the critical mass needed for rapid growth as a leading provider of business integration solutions. This will allow us to immediately expand the profitable business that Sunaptic has established in the health care and financial services arenas."

Visiphor's Chairman, Oliver "Buck" Revell stated, "Mike and his team are a valuable addition to Visiphor. The company is now optimally positioned to expand its business base to large enterprise and government clients in both the US and Canada."

The cash portion of the consideration for the acquisition was funded by interim loan financing that Visiphor will repay in full through partial proceeds of its brokered private placement, which is anticipated to close on or about November 25, 2005. The original terms of the brokered private placement were amended as set out in Visiphor's news release dated November 18, 2005.

About Visiphor

Visiphor software products and consulting services deliver practical, rapidly deployable solutions that integrate business processes and databases. The company's solutions focus on disparate process and data management problems that exist in government, law enforcement, security, health care and financial services. Using industry standard Web Services and Service Oriented Architecture (SOA), Visiphor delivers a secure and economical approach to true, real-time application interoperability.

Our flagship product, referred to as the Briyante Integration Environment (BIE), has a production-proven ability to reduce the time, complexity, and risk associated with defining, implementing, and supporting integrated access to physically and technologically disparate computers and datasets. The broad ranging applicability of BIE into a variety of areas (e.g. health care, financial services, government services, telecommunications, etc.) has been clearly demonstrated by highly successful deployments in the United States and Canada. Visiphor systems are utilized in Canada, the United Kingdom, United States, Mexico and the Far East. The company is a Microsoft Certified Partner. For information about Visiphor or the company's products and services, please refer to www.visiphor.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Roy Trivett"

President and CEO, Visiphor Corporation

Forward Looking Statements: This press release may contain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include the risks and uncertainties described in Visiphor Corporation's Form 10-KSB filed with the United States Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

Contact Information

  • Media Inquiries:
    Eric Westra - Manager, Marketing & Communications
    Visiphor Corporation
    +1-604-684-2449 Ext. 226
    eric.westra@visiphor.com
    or
    Investor Inquiries:
    Rick Peterson - VP Capital Markets
    Visiphor Corporation
    +1-604-684-2883
    rick.peterson@visiphor.com