TORONTO, Sept. 13, 2013 /CNW/ - Diversinet Corp. (OTCQB:
DVNTF), announced today that it has completed the sale of its
business pursuant to an asset purchase agreement ("Agreement") with
certain subsidiaries of IMS Health Incorporated ("IMS Health").
Under the Agreement, IMS Health has purchased
substantially all of the intellectual property, software, customer
contracts and certain other assets of Diversinet for $3,500,000. An amount equal to one-half of
the sale proceeds has been deposited with an independent escrow
agent to be available to satisfy indemnity claims by IMS Health, if
any, made prior to the proposed winding-up described below. Certain
employees of Diversinet have accepted employment by IMS
Health. On September 11, 2013,
at the annual and special meeting of shareholders ("AGM"),
Diversinet shareholders approved the sale transaction.
Furthermore, at the AGM, Diversinet shareholders
approved a Plan of Liquidation and Distribution to take all
necessary steps to effect the voluntary winding up of the Company
pursuant to the Business Corporations Act (Ontario). This involves the appointment
of a liquidator, Duff & Phelps Canada Restructuring Inc,
effective on or about September 16,
2013 to discontinue the business of the Company and to
satisfy all claims and obligations and to distribute to
shareholders, on a pro rata basis, the remaining funds and assets
of the Company. To the extent permitted by the OTCQB, the
liquidator intends to have the common shares cease trading
approximately 30 days after appointment.
A one time distribution to shareholders is not
expected before early 2014. While there is no guarantee as to
the amount of the shareholder distribution, Diversinet currently
expects to distribute a per share amount in the range of
$0.05 to $0.065 based on recent
estimates of anticipated claims and obligations to be settled.
About Diversinet
Diversinet Corp. (OTCQB: DVNTF) provided healthcare organizations
and partners with ultra-secure, patented mobile technologies and
connected health solutions. The company's core publishing platform
supports rapid deployment of secure and HIPAA-compliant
Web-to-mobile applications. Diversinet solutions lead with an
innovative, virtual health wallet designed for patient-centric
engagement to improve care coordination, health outcomes and
resilience. Learn more about Diversinet at www.diversinet.com.
The Private Securities Litigation Reform Act
of 1995 and Canadian securities laws provide a "safe harbour" for
forward-looking statements. Certain information included in this
press release (as well as information included in oral statements
or other written statements made or to be made by the company)
contains statements that are forward-looking, such as statements
relating to the closing of the proposed transaction, costs of the
proposed transaction, the voluntary winding up of the Company and
the anticipated distribution of proceeds to shareholders. Such
forward-looking information involves important risks and
uncertainties, including the uncertainty of receipt of the required
regulatory approvals, that could significantly affect anticipated
results in the future and, accordingly, such results may differ
materially from those expressed in any forward-looking statements
made by or on behalf of the company. There can be no
assurance that the voluntary winding up of the company will occur
or that it will occur on the timetable described or on the terms
and conditions contemplated in this news release or that the amount
of the distribution to shareholders will be as anticipated.
The amount of the proposed distribution to shareholders is based on
an assumption that the amount of obligations of the Company will
not exceed the amount currently estimated by the Company. For
a description of additional risks and uncertainties, please refer
to the company's filings with the Securities and Exchange
Commission available at www.sec.gov and Canadian securities
regulatory authorities available at www.sedar.com.
SOURCE Diversinet Corp.