Viemed Commences Trading on the TSXV
LAFAYETTE, LOUISIANA–(Marketwired – Dec. 22, 2017) – Viemed Healthcare, Inc. (the “Company” or “Viemed“) (TSX VENTURE:VMD) is pleased to announce the completion of the Company’s plan of arrangement (the “Arrangement“) involving Viemed, Patient Home Monitoring Corp. (“PHM“) and the securityholders of PHM, pursuant to which PHM has completed a spin-out of Viemed. The common shares of Viemed (the “Viemed Shares“) will commence trading on the TSX Venture Exchange (the “TSXV“) on December 22, 2017 under the stock symbol “VMD”.
Immediately prior to the completion of the Arrangement, PHM transferred to Viemed all of its interests in Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C., which are engaged in the provision of equipment and home therapy to patients affected by specific respiratory diseases.
As a result of the Arrangement, among other things, shareholders of PHM (the “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 Shareholder immediately before the completion of the Arrangement. Also in connection with the Arrangement, (a) for each stock option of PHM held, each option holder that remains employed or engaged by PHM will receive one option to purchase from PHM one New PHM Share (a “New PHM Option“) and PHM option holders employed or engaged by Viemed will 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, and (b) for each common share purchase warrant of PHM held, each warrant holder will 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. The exercise prices of the stock options and common share purchase warrants of PHM and Viemed will be determined by the respective trading prices of PHM and Viemed for the five trading days following completion of the Arrangement (as more particularly described in the Circular (defined below)).
The Viemed Options will be issued pursuant to the Viemed stock option plan which was approved by Shareholders at an annual and special meeting of Shareholders held on December 15, 2017. At the meeting, the Shareholders also approved the adoption of a restricted share unit and deferred share unit plan. Pursuant to the Viemed stock option plan and restricted share unit and deferred share unit plan, Viemed may reserve up to an aggregate of 7,581,925 Viemed Shares pursuant to awards granted under the plans.
Upon completion of the Arrangement and at the time of listing, Viemed has a total of 37,909,628 Viemed Shares, 2,600,506 common share purchase warrants and 878,898 stock options outstanding.
The board of directors of Viemed consists of Casey Hoyt, W. Todd Zehnder, William Frazier, Randy Dobbs, Nitin Kaushal and Timothy Smokoff. The officers of Viemed consist of Casey Hoyt (Chief Executive Officer), Michael Moore (President), W. Todd Zehnder (Chief Operating Officer), Trae Fitzgerald (Chief Financial Officer), William Frazier (Chief Medical Officer) and Robbie Grossman (Corporate Secretary).
Casey Hoyt, Viemed’s Chief Executive Officer, said, “The creation of Viemed Healthcare, Inc. has been a vision of our management team and incoming Board for almost two years now, and now that the hard work on the transaction is completed, we are excited to devote our focus on bringing our business model to more patients. We see the U.S. healthcare system leaning on programs such as Viemed’s to reduce spending on the elderly population. I am excited to be leading a business where we get to take care of people in need, improve quality of life for our employees, and generate real value for our shareholders.”
For details of the Arrangement, please see PHM’s management information circular (the “Circular“) dated November 13, 2017, which is available under PHM’s profile on SEDAR at www.sedar.com.
For details of Viemed, please see Viemed’s TSXV disclosure document (Form 2B) dated December 20, 2017, which is available under Viemed’s profile on SEDAR at www.sedar.com.
ABOUT VIEMED HEALTHCARE INC.
Viemed, through its 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.
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 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. 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 TSXV 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.
The Exchange has in no way passed upon the merits of the proposed Arrangement 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 Operating Officer