Viemed Announces Further Details of Plan of Arrangement and Engagement of IR Firm
LAFAYETTE, LOUISIANA–(Marketwired – Jan. 9, 2018) - Viemed Healthcare, Inc. (the “Company” or “Viemed“) (TSX VENTURE:VMD) announces, further to the Company’s news release dated December 22, 2017 in respect of the Plan of Arrangement (the “Arrangement“) involving the Company, Patient Home Monitoring Corp. (“PHM“) and the securityholders of PHM, that the exercise prices of the Company’s outstanding stock options and common share purchase warrants have been determined in accordance with the terms of the Arrangement.
As a result of the Arrangement, among other things, shareholders of PHM (the “PHM Shareholders“), as of close of business on December 21, 2017, received one new PHM common share (a “New PHM Share“) and one-tenth (1/10) of one common share of Viemed (a “Viemed Share“) for each common share of PHM held by such PHM Shareholder immediately before the completion of the Arrangement. Also in connection with the Arrangement, (a) for each stock option of PHM held (an “Old PHM Option“), each option holder that remained employed or engaged by PHM was to receive one option to purchase from PHM one New PHM Share (a “New PHM Option“) and PHM option holders employed or engaged by Viemed were to receive one New PHM Option (which will expire three months following completion of the Arrangement) and one tenth (1/10) of one option to purchase from Viemed one Viemed Share (a “Viemed Option“), and (b) for each common share purchase warrant of PHM held (an “Old PHM Warrant“), each warrant holder was to receive one warrant to purchase from PHM one New PHM Share (a “New PHM Warrant“) and one tenth (1/10) of one warrant to purchase from Viemed one Viemed Share (a “Viemed Warrant“).
In accordance with the terms of the Arrangement, the exercise prices of the Viemed Options and Viemed Warrants have now been determined based on the respective trading prices of PHM and Viemed for the five trading days following completion of the Arrangement, such that the exercise price of each outstanding Viemed Option and Viemed Warrant will be equal to the exercise price of the Old PHM Warrants and Old PHM Options multiplied by 0.4222 multiplied by ten (to account for the one tenth consolidation) (the “Exchange Ratio“).
As a result of the foregoing adjustments, Viemed has 878,298 Viemed Options outstanding, with exercise prices ranging from $1.44 to $8.44 and expiry dates ranging from February 9, 2018 to July 28, 2025.
In addition, each Old PHM Warrant will be cancelled effective January 9, 2018 and deemed to be exchanged for one New PHM Warrant and one-tenth of a Viemed Warrant, such that Viemed will have the following Viemed Warrants outstanding:
- 178,800 Viemed Warrants, each exercisable to acquire one Viemed Share until August 27, 2019 (subject to acceleration in certain circumstances) with an exercise price of $2.60 (being $0.45 multiplied by the Exchange Ratio), representing Viemed Warrants issued in exchange for Old PHM Warrants issued under a Warrant Indenture dated August 27, 2014;
- 2,242,304 Viemed Warrants, each exercisable to acquire one Viemed Share until May 4, 2018 (subject to acceleration in certain circumstances) with an exercise price of $10.40 (being $1.80 multiplied by the Exchange Ratio), representing Viemed Warrants issued in exchange for Old PHM Warrants issued under a Warrant Indenture dated May 4, 2015; and
- 179,400 Viemed Warrants, each exercisable to acquire one Viemed Share until May 4, 2018 (subject to acceleration in certain circumstances) with an exercise price of $8.67 (being $1.50 multiplied by the Exchange Ratio), representing Viemed Warrants issued in exchange for Old PHM Warrants originally issued as broker warrants.
In addition, the board of directors of the Company has approved the grant of (i) 696,452 stock options, expiring in 10 years, to certain officers, directors and employees of Viemed at an exercise price of $2.27 pursuant to the Company’s fixed number stock option plan, and (ii) 1,679,137 restricted share units pursuant to the Company’s restricted share unit and deferred share unit plan. All awards vest one-third per year commencing on January 4, 2019 and those issued to officers and directors of Viemed will be subject to a TSX Venture Exchange (“TSXV“) four month hold.
Additionally, the Company will plan to release its year end results after the completion of the audit of the 2017 results and expects those to be released by the end of March. An updated timeline and details of the Company conference call will be provided at a later date.
The Company has entered into a consulting agreement with Bristol Institutional Relations (“Bristol“), a division of Bristol Capital Ltd., a leading investor relations and capital markets advisory firm servicing Canadian and US micro and small cap companies across international markets to provide investor relations and communication services, subject to TSXV approval.
Bristol has been retained for an initial term of 12 months with automatic successive 12 month renewal terms subject to termination. The Company can terminate the agreement at any time during (i) the initial term after six months upon two months notice, and (ii) any renewal term upon one months notice. Bristol will be paid a monthly fee of between CAD$7,000 and CAD$9,000 depending on the types of services provided by Bristol to Viemed in such month.
The Company and Bristol act at arm’s length, and Bristol has no present interest, directly or indirectly, in the Company or its securities. The fee paid by the Company to Bristol is for services only.
ABOUT VIEMED HEALTHCARE, INC.
Viemed, through its indirect wholly-owned subsidiaries Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C., is a participating Medicare durable medical equipment supplier that provides post-acute respiratory care services in the United States. Sleep Management, L.L.C. focuses on disease management and improving the quality of life for respiratory patients through clinical excellence, education and technology. Its service offerings are based on effective home treatment with respiratory care practitioners providing therapy and counseling to patients in their homes using cutting edge technology. Home Sleep Delivered focuses on providing in-home sleep testing for sleep apnea sufferers. Visit our website at www.viemed.com.
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, including, the Company releasing its 2017 annual financial results by the end of March 2018 and Bristol becoming an investor relations consultant to the Company, 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: the completion of the audit of 2017 by the auditors of the Company in time for the Company to release the results by the end of March 2018; and final approval of the investor relations agreement by the TSXV. 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 Viemed’s TSX Venture Exchange disclosure document (Form 2B) dated December 20, 2017, 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.
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 Operating Officer
Viemed Healthcare, Inc.