HTN Inc. Acquires Medical Software Company and Related Transactions
November 04 2008 - 5:44PM
Marketwired Canada
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UNITED STATES OF AMERICA
HTN Inc. (TSX VENTURE:HET) ("HTN") is pleased to announce that, subject to
applicable regulatory and shareholder approval, it has entered into a Share
Purchase Agreement with an Ontario based private corporation ("Privco"), to
acquire all of the issued and outstanding shares of Privco in exchange for a
combination of cash and share consideration. Privco has been a long time
competitor to HTN in the design, development and sale of medical office/clinic
automation software throughout Ontario.
Also, subject to TSX Venture Exchange and shareholder approval and as part of
the process to arrange for the financing of Privco's acquisition, as well as
future acquisitions, HTN has entered into a Share Exchange Agreement with Strata
Technologies Corporation ("Strata"), a private Ontario Corporation, as well as a
separate demand loan agreement with a private Ontario Corporation "Lenderco".
Under the Terms of the Share Exchange Agreement, HTN has agreed to issue
20,000,000 Common Shares (each Common Share to be accompanied by a Common Share
purchase warrant (each, a "Warrant")) at a deemed price of $0.05, in exchange
for 1,000,000 non-voting Redeemable Preferred Shares (the "Preferred Shares") of
Strata, at a deemed price of $1.00 per share. These Preferred Shares shall pay a
fixed annual dividend of $0.04 per share, and are redeemable after five years
from the issue date, by the holder(s), at a redemption price of $1.00 per
Preferred Share. Each Warrant may be exercised at Strata's option, anytime
within 18 months from the issue date at a price of $0.10 per Common Share.
Should the Common Shares of HTN trade continuously on the facilities of the TSX
Venture Exchange for 20 days above the exercise price of $0.10, with a daily
share trading volume average of over 500,000 Common Shares, Strata must exercise
such Warrants within the subsequent 30 day period and at the end of such 30 day
period the warrants will expire.
The Demand Loan Agreement between HTN and Lenderco is to be secured by the
Preferred Shares of Strata and will provide funds for the cash portion of the
Privco acquisition, closing costs and additional working capital. In addition,
some of the Loan proceeds will be used to pay down a portion of an outstanding
shareholder loan to HTN, with the remainder of the shareholder loan to be
retired by the issuance of Common Shares and warrants of HTN on the same terms
as the proposed Share Exchange Agreement.
About HTN Inc.
HTN Inc. (www.htninc.com), an acronym for Health Transaction Network, is a
medical/healthcare information technology company and software support
organization, which pioneered the use of on-line healthcare transaction networks
in the province of Ontario, Canada, where the company's head offices have been
located since the company's inception in 1994. With its flagship HERO(TM)
(Healthcare Electronic Resources On-line) and HERO(TM) CMS products, HTN Inc.
provides the latest in cost effective, computerized automation to medical
offices, clinics, hospitals and other medical facilities - providing users with
improved workflow, faster information retrieval and overall operating
efficiencies while seamlessly enabling them to electronically exchange/share
clinical and transactional information with other healthcare facilities,
providers, payers, insurers, patients, and suppliers.
READER ADVISORY: FORWARD-LOOKING STATEMENTS Certain information set forth in
this document, including management's assessment of HTN's future plans and
operations, contain forward-looking statements. By their nature, forward-looking
statements are subject to numerous risks and uncertainties, some of which are
beyond these parties' control, including the impact of general economic
conditions, industry conditions, competition from other industry participants,
the lack of availability of qualified personnel or management, stock market
volatility and ability to access sufficient capital from internal and external
sources. Readers are cautioned that the assumptions used in the preparation of
such information, although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be placed on
forward-looking statements. HTN's actual results, performance or achievements
could differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what benefits that HTN will derive therefrom.
HTN disclaims any intention or obligation to update or review any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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