PHM Provides Update on Spin-Out and Meeting of Securityholders
LAFAYETTE, LOUISIANA–(Marketwired – Nov. 20, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Patient Home Monitoring Corp. (the “Company” or “PHM“) (TSX VENTURE:PHM), a healthcare services company with operations in the U.S., today announced that it has mailed its meeting materials for its Annual General and Special Meeting (the “Meeting“) of shareholders and optionholders (the “Securityholders“) to be held on December 15, 2017 at the Hilton Garden Inn, 2350 West Congress Street, Lafayette, Louisiana at 9:30 a.m. (CST).
At the Meeting, in addition to the business of the annual meeting, Securityholders will be asked to consider and vote upon a proposed plan of arrangement (the “Arrangement“) involving the Company and Viemed Healthcare, Inc. (“Viemed“), a wholly-owned subsidiary of the Company, pursuant to which the Company proposes to split into two separately listed companies:
- Viemed, which will comprise PHM’s market-leading provider of equipment and home therapy to service a wide array of respiratory diseases including patients that suffer from Chronic Obstructive Pulmonary Disorder (COPD), Chronic Respiratory Failure (CRF) among other neuromuscular diseases. The shares of Viemed will be listed for trading on the TSX Venture Exchange (the “TSXV“) under the symbol “VMD”.
- PHM, which will comprise PHM’s market-leading Durable Medical Equipment (DME) company that specializes in delivering and servicing home-based medical equipment, including oxygen therapy, sleep apnea treatment and mobility equipment. The shares of PHM will continue to be listed for trading on the TSXV under PHM’s trading symbol “PHM”.
The meeting materials, including a copy of the notice of meeting and management information circular describing the terms of the Arrangement, are available under the Company’s SEDAR profile at www.sedar.com.
The Company has received conditional approval for the Arrangement from the TSXV. In addition, the Company obtained an interim order from the Supreme Court of British Columbia (the “Court“), which provides for, among other things, the holding of the Meeting to consider the Arrangement. Subject to the approval of the Arrangement at the Meeting, the Corporation intends to make application to the Court for the final order approving the Arrangement on or about December 20, 2017.
The Arrangement remains subject to the satisfaction of closing conditions, including, among other things, approval of Securityholders at the Meeting, receipt of a final order of the Court and the final approval of the TSXV.
The Board of Directors of the Company has unanimously approved the Arrangement and recommends that Securityholders vote in favour of the Arrangement.
Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Company, the completion of the proposed Arrangement and any transactions associated therewith, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including, without limitation: TSXV approving the proposed Arrangement and the listing of the shares of Viemed; Securityholders of PHM approving the proposed Arrangement; the approval of other securityholders of PHM not being required or if required being obtained; and the Court approving the proposed Arrangement. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation, credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology and infrastructure), reputational, insurance, strategic, regulatory, legal, environmental, capital adequacy, and other risks.
Examples of such risk factors include, without limitation: the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on the Company’s information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events; as well as those risk factors discussed or referred to in the Company’s annual Management’s Discussion and Analysis for the year ended September 30, 2016, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward- looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chief Strategy Officer & Investor Relations