VITALHUB CORP. (TSXV: VHI) (the “Company” or “VitalHub”), is
pleased to announce that today it has entered into an agreement
(the “Agreement”) to acquire all of the issued and outstanding
shares (the “Acquisition”) of Roxy Software Inc. (“Roxy”).
The purchase price for the Acquisition is
$520,925, to be satisfied by the delivery on closing of the
Acquisition of (i) cash in the amount of $312,555, and (ii)
1,302,312 common shares of VitalHub (“Common Shares”), at a deemed
price of $0.16 per Common Share (the “Share Purchase Price”),
representing a value of $208,370, to Mr. Hennessey, the sole
shareholder of Roxy.
The Company currently has 130,239,703 Common
Shares issued and outstanding. Upon delivery of the Share Purchase
Price, the Company will have a total 131,542,015 issued and
outstanding Common Shares. The Share Purchase Price will be subject
to escrow and to be released in four equal amounts over the period
of twelve (12) months beginning with the date that is three (3)
months after the date of closing. VitalHub anticipates that the
Acquisition will close on or about September 28, 2018 and is
subject to customary closing conditions.
Roxy’s flagship product “Pirouette” is a
SaaS-based software solution that allows community health agencies
to manage their client activities. Currently, Pirouette is used by
59 Toronto-based agencies representing an end-user base of
approximately 3,450 users. For the fiscal year ended September 30,
2017, Roxy’s revenue was $279,275, $271,170 of which is classified
as recurring in nature.
“We welcome the Roxy Software customer base to
the VitalHub family,” said Dan Matlow, CEO of VitalHub. “We are
committed to the continued support of Roxy Software and to Roxy’s
customer base, while driving synergistic value from providing them
access to VitalHub’s robust portfolio of mental health software
solutions.”
“The combination of VitalHub and Roxy Software
provides the ability for our customers to advance their use of
software solutions to more effectively automate their operations to
the benefit of their client base,” said Geoff Hennessey, CEO of
Roxy. “I look forward to working with VitalHub and continuing to
support and expand our customer base.”
In conjunction with the Acquisition, Mr.
Hennessey has agreed to join VitalHub in a consulting capacity as
of the date of closing.
Option Grants
VitalHub is also pleased to announce that on
August 27, 2018 it granted an aggregate of 550,000 stock options to
certain of its existing employees (the “Options”), each of whom are
not “insiders” of VitalHub, pursuant to the terms of the
Corporation’s incentive stock option plan. Each Option is
exercisable for one common share of the Corporation at an exercise
price of $0.18 per share, the closing price of the common shares of
the Corporation on August 26, 2018, and expires on the date that is
five years from the date of grant. The Options will vest as
follows: one-third vesting on the 1st anniversary of the grant
date, and two-thirds vesting, in equal monthly installments,
between the 1st anniversary of the grant date to the 3rd
anniversary of the grant date.
About Roxy Software Inc.
Roxy Software Inc. provides "Pirouette" - a
web-based software solution that helps manage programs, workload,
and data more effectively. Pirouette offers a range of secure and
easy-to-use features that handle all client management activities.
Users can access important information when and where they need it
from any device, quickly and securely.
Pirouette tracks service delivery at both the
individual and program level, using robust reporting tools to
support advanced data analysis, measuring outcomes and meeting
accountability expectations.
About VitalHub
VitalHub develops and supports mission-critical
healthcare information systems in the Mental Health (Child, Youth
and Adult), Long Term Care, Community Health Service, Home Health
and Hospital sectors. VitalHub technologies include Blockchain,
Mobile, and Web-Based Assessment and EHR solutions.
VitalHub's aim is to create high-value, secured
solutions enabling interoperability among existing health data
systems. VitalHub is primarily focused on working with
organizations in the Mental Health, Acute and Long-Term Care space,
to further extend organization's applications across the continuum
of care, powered by the security, efficiency, and trust of
Blockchain technology.
The Company has a robust two-pronged growth
strategy, targeting organic growth opportunities within its product
suite, and pursuing an aggressive M&A plan. Currently, VitalHub
serves 200+ clients across North America. VitalHub is based in
Toronto, Canada, with an offshore development hub in Sri Lanka. The
Company is publicly traded on the TSX Venture Exchange under the
symbol "VHI".
CONTACT INFORMATION
Dan Matlow Chief Executive Officer, Director (416) 727-9061
dan.matlow@vitalhub.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This news release contains "forward-looking
information" within the meaning of Canadian securities legislation.
Forward-looking information generally refers to information about
an issuer's business, capital, or operations that is prospective in
nature, and includes future-oriented financial information about
the issuer's prospective financial performance or financial
position.
The forward-looking information in this news
release includes disclosure about the terms of the Acquisition.
VitalHub made certain material assumptions,
including but not limited to: prevailing market conditions; general
business, economic, competitive, political and social
uncertainties; delay or failure to receive board, shareholder or
regulatory approvals; and the ability of VitalHub and Roxy to
execute and achieve its business objectives, to develop the
forward-looking information in this news release. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking
information in this news release due to certain material risk
factors. These risk factors include, but are not limited to:
adverse market conditions; the inability of VitalHub and Roxy to
complete the Acquisition on the terms disclosed in this news
release, or at all; reliance on key and qualified personnel; and
regulatory and other risks associated with the medical and
technology industries in general. The foregoing list of material
risk factors and assumptions is not exhaustive.
VitalHub assumes no obligation to update or revise the
forward-looking information in this news release, unless it is
required to do so under Canadian securities legislation.
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