EasyMed and Biosign Sign Letter of Intent to Complete Business Combination
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
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
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 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
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
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
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
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'
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.