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EasyMed and Biosign Sign Letter of Intent to Complete Business Combination

Mon, 04/02/2012 - 9:45am
The Associated Press

(http://www.easymedmobile.com/)

EasyMed Services Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) ("ESI") is

pleased to announce today that it has entered into a letter of intent

dated April 1, 2012 (the "Letter of Intent") with Biosign Technologies

Inc. (TSX VENTURE:BIO) ("Biosign") to complete a business combination

(the "Transaction"). BIO, a public company with headquarters in

Toronto, Canada, provides biomedical systems. Key applications include

intelligent systems for non-invasive monitoring of common health risks

associated with blood pressure, glucose, and medication. The core

technology combines measurement, analysis, and rapid knowledge

formation to support health monitoring across global markets. Upon

completion of the Transaction, it is intended that the combined entity

will continue to carry on the business of ESI and will be listed on

the TSX-V.

Transaction Summary. It is currently contemplated that the Transaction

will be completed by way of an amalgamation or arrangement between

Biosign and ESI (the resulting entity being, the "Resulting Issuer").

Biosign is governed by the Business Corporations Act (Ontario) and ESI

is governed by the Business Corporations Act (British Columbia). In

connection with the Transaction, it is contemplated that ESI will

continue from the Province of British Columbia to the Province of

Ontario. The Transaction is an arm's length transaction and will

constitute a reverse take-over under the policies of the TSX Venture

Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer

will be named "ESI Healthcare Inc." or such other name as may be

determined by the parties.

Under the Transaction, based on the current number of outstanding

common shares of Biosign, each outstanding common share of Biosign

will be exchanged for common shares of the Resulting Issuer on an

approximately 5.7 for one basis. The exchange ratio is based on a

deemed price of approximately $0.17 per common share of Biosign and a

price of $1.00 per common share of ESI. Assuming that the current

number of outstanding common shares of Biosign is outstanding

immediately prior to the closing of the Transaction, the total number

of Resulting Issuer common shares to be issued to Biosign shareholders

will be approximately 15,600,000. As a result of the Transaction, each

outstanding Biosign warrant and option to acquire Biosign common

shares will be exercisable into common shares of the Resulting Issuer

on the same terms and conditions as the original Biosign warrant or

option, adjusted to give effect to the applicable exchange ratio.

Under the Transaction, based on the current number of outstanding

common shares of ESI, each outstanding common shares of ESI will be

exchanged for common shares of the Resulting Issuer on a one for one

basis. Assuming that the current number of outstanding common shares

of ESI is outstanding immediately prior to the closing of the

Transaction, the total number of Resulting Issuer common shares to be

issued to ESI shareholders will be approximately 31,100,000. As a

result of the Transaction, each outstanding ESI warrant and option to

acquire ESI common shares will be exercisable into common shares of

the Resulting Issuer on the same terms and conditions as the original

ESI warrant or option, adjusted to give effect to the applicable

exchange ratio.

Following the completion of the Transaction (based on the outstanding

share capital of each of Biosign and ESI as of the date hereof),

approximately 47,000,000 common shares will be issued and outstanding,

of which Biosign shareholders will hold common shares representing

approximately 33% of the outstanding common shares of the Resulting

Issuer. The parties intend that the outstanding common shares of the

Resulting Issuer will be listed on the TSX-V following completion of

the Transaction.

The Letter of Intent is non-binding with respect to commercial terms,

but includes binding obligations typical in the circumstances,

including those relating to a period of exclusive dealing and

confidentiality. The proposed Transaction is subject to a number of

terms and conditions, including the entering into by the parties of a

definitive agreement with respect to the Transaction (such agreement

to include representations, warranties, conditions and covenants

typical for a transaction of this nature, together with a break fee in

the amount of $500,000, payable in common shares or cash to be

determined by the payor), the completion of a private placement by

Biosign for gross proceeds of not less than $2,000,000, the completion

of satisfactory due diligence investigations by each party, the

approval of the shareholders of Biosign and ESI and TSX-V acceptance.

Information Concerning Biosign. Biosign Technologies Inc. is a public

company traded on the TSX - Venture Exchange ("TSX-V") under the

symbol BIO and was formed via an amalgamation under the Business

Corporations Act (Ontario) on July 14, 2006. The predecessor operating

company was Biosign Technologies Inc. which was incorporated under the

Business Corporations Act (Ontario) on March 11, 2004.

Biosign is an ISO 13485 Certified Medical Device company that has

invested in excess of $15million to develop technologies, products and

initiatives to address critical problems in global health care.

Biosign is committed to becoming the "world's health monitor" with a

robust, integrated and portable system that provides valuable

information to stakeholders. Biosign's breakthrough technology and

continued innovation serve the Company's mission to make health care

safe, simple, and sensible.

Biosign provides an end-to-end solution for non-invasive monitoring,

analysis and reporting of health data critical to the management of

cardiovascular conditions through their proprietary platform "UFIT".

The UFIT@ cuff painlessly captures the pulse waveform from the

patient's pulse and transmits it to the cloud through a computer.

Biosign proprietary algorithms analyze the data in seconds to report

blood pressure and other cardiovascular measurements. Biosign's

analysis and reporting tools give patients and their healthcare team

secure access to real-time and longitudinal health information for

treatment planning, evaluation, and management.

In October 2010 Biosign acquired Healthanywhere ("HA") for

consideration of approximately $3,400,000. The HA intellectual

property includes a 510k clearance from the U.S. Food and Drug

Administration for the HA solution as a Class II medical device. HA

provides software solutions addressing the continuum of care from

wellness promotion and self-managed care to chronic disease

management.

Board of Directors of Resulting Issuer. Under the terms of the Letter

of Intent, Biosign will appoint three members to the Board of the

Resulting Issuer and ESI will appoint four members to the Board of the

Resulting Issuer. Information on the proposed directors will be

provided in due course.

Sponsorship. The Transaction is subject to the sponsorship

requirements of the TSX-V, unless an exemption from those requirements

is granted. Biosign intends to apply to the TSX-V for an exemption

from the sponsorship requirements; however, there can be no assurance

an exemption will be obtained. If an exemption from the sponsorship

requirements is not obtained, a sponsor will be identified at a later

date.

The Transaction cannot close until the required shareholder approval

is obtained. There can be no assurance that the transaction will be

completed as proposed, or at all.

Further details concerning the Transaction, Biosign (including

additional financial information and technical information respecting

the assets of Biosign) and other matters will be announced if and when

a definitive agreement is reached.

Investors are cautioned that, except as disclosed in the Management

Information Circular to be prepared in connection with the

Transaction, any information released or received with respect to the

Transaction may not be accurate or complete and should not be relied

upon.

Biosign is subject to the rules and regulations of the TSX-V. The

TSX-V has in no way passed upon the merits of the proposed Transaction

and has neither approved nor disapproved the contents of this press

release.

About EasyMed Services Inc.

EasyMed Services, Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) is a global

medical information technology company delivering an end to end

patient care solution through mobile phone/PDA and server technologies

offering specialized services and applications for healthcare,

insurance and pharmaceutical industries. We are committed to

world-class customer service and the protection of our clients'

information.

For more information, visit www.easymedservices.com.

This news release contains forward-looking statements, which relate to

future events or future performance and reflect management's current

expectations and assumptions. These forward-looking statements reflect

management's current beliefs and are based on assumptions made by and

information currently available to the Company. Investors are

cautioned that these forward looking statements are neither promises

nor guarantees, and are subject to risks and uncertainties that may

cause future results to differ materially from those expected. These

forward-looking statements are made as of the date hereof and, except

as required under applicable securities legislation, the Company does

not assume any obligation to update or revise them to reflect new

events or circumstances.

The CNSX has not reviewed and does not accept responsibility for the

adequacy or accuracy of this release.

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