NEWS RELEASE - FOR IMMEDIATE RELEASE
Toronto, August 27, 2015: Medworxx Solutions Inc. (TSXV: “MWX”) ("Medworxx" or the "Corporation"), a leader in clinical patient flow, and compliance and education solutions, and Aptean, Inc., through an affiliate (“Aptean”), a leading provider of industry-focused mission critical enterprise software solutions, with experience acquiring and growing highly profitable companies announced today that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Aptean will beneficially acquire, in an all-cash transaction, all of the issued and outstanding class a common shares (the “Common Shares”) of the Corporation by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). As of the date of this press release, holders of approximately 13.5 million Common Shares (17.8 million on a fully diluted basis), representing approximately 49.4% of the issued and outstanding Common Shares (50.5% on a fully diluted basis), have entered into lock-up agreements committing them to vote in favour of the Arrangement. Upon closing of this transaction, the Corporation will operate as a standalone business unit owned by Aptean and will continue to operate under the Medworxx name.
Under the terms of the Arrangement Agreement, shareholders of the Corporation will receive CDN$0.5656 per Common Share and Common Share equivalents, which represents a 15.43% premium to the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on August 27, 2015, the date of signing the Arrangement Agreement, and a 50.8% premium to the closing price of the Common Shares on the TSXV on December 23, 2014, when the Corporation publically announced that its board of directors (the “Medworxx Board”) had struck a special committee (the “Special Committee”) to examine and consider strategic and financial alternatives available to Medworxx to enhance shareholder value (including, but not limited to, acquisitions by the Corporation, merger or other business combination, recapitalization, financing initiatives, a sale of all or a portion of the Corporation's assets, or any combination thereof). Holders of Medworxx’s currently issued and outstanding 3,033,577 stock options, which are all in the money, will be paid the in the money amount of such options for total consideration of approximately CDN$920,000 (based on the number outstanding as at today). The 4,693,844 warrants that Medworxx has issued and outstanding, which are also all in the money, will be similarly paid the in the money amount on such warrants for total consideration of approximately CDN$780,000 (based on the number outstanding as at today). The Arrangement provides total consideration to shareholders and holders of options and warrants of Medworxx of approximately CDN$17.3 million (based on the number of securities outstanding as at today) and will be funded by Aptean with cash on hand or through its existing line of credit. The transaction is not contingent on financing.
The Medworxx Board of Directors approved the Arrangement and the Arrangement Agreement following the report and favourable recommendation of the Special Committee comprised of independent directors George Elliott (Chair), Har Grover and Lee Matheson. The Medworxx Board intends to unanimously recommend that shareholders of Medworxx approve the Arrangement.
In coming to this conclusion, the Medworxx Board and the Special Committee each determined that the Arrangement is in the best interests of the Corporation and is substantively and procedurally fair to its shareholders. Evans & Evans, Inc., an independent advisor to the Special Committee, concluded that, as of August 26, 2015, based upon and subject to the analyses, assumptions, qualifications and limitations set forth in its valuation and fairness opinion delivered to the Special Committee, in addition to other factors that it considered relevant, the consideration being offered under the Arrangement to shareholders of Medworxx was fair, from a financial point of view, to such shareholders.
A copy of the Evans & Evans, Inc. fairness opinion, the factors considered by the Special Committee and the Medworxx Board and other relevant background information will be included in the management information circular (the “Management Circular”) of the Corporation that will be sent to Medworxx shareholders in connection with the special meeting scheduled for October 8, 2015 (the “Meeting”) to be called to consider and approve the Arrangement.
“After an extensive process, we are pleased to have come to terms on a transaction that has the full support of the Medworxx Board,” said Daniel Matlow, Medworxx Chief Executive Officer. “We believe that the transaction offers strong value for Medworxx shareholders and serves the best interest of our employees, customers and business, and we look forward to working towards its successful completion.”
“Aptean solutions are focused on increasing operational efficiency and improving customer service in a number of different industries,” said Aptean CEO Kim Eaton. “The acquisition of Medworxx will enable us to expand these capabilities and experience into the healthcare sector.”
The implementation of the Arrangement is subject to the approval of at least two-thirds of the votes cast at the Meeting by Medworxx shareholders present in person or by proxy. Completion of the Arrangement is also subject to certain customary conditions, including absence of a material adverse effect and the approval of the Superior Court of Ontario and is subject to acceptance for filing by the TSX Venture Exchange.
The Arrangement Agreement includes customary deal-protection provisions including non-solicitation provisions, a right to match competing offers and a CDN$1.0 million termination fee payable by the Corporation under certain circumstances. Each party has also been provided with certain other rights, representations and warranties and covenants customary for a transaction of this nature. The terms of the Arrangement Agreement will be described in detail in the Management Circular to be filed with the regulatory authorities and delivered to Medworxx shareholders in accordance with applicable securities laws. Subject to shareholder, court and regulatory approvals, the transaction is expected to close by the end of October 2015.
Berkery, Noyes & Co., LLC has been retained by Medworxx as financial advisor in connection with the strategic review and the going private transaction. Chitiz Pathak LLP and Torkin Manes LLP acted as legal counsel to the Corporation and Dentons Canada LLP acted as legal counsel to the Special Committee. Morris, Manning & Martin, LLP and Cassels Brock & Blackwell LLP acted as legal counsel to Aptean.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
Medworxx delivers health information solutions to over 350 hospitals internationally; including Canada, United States and United Kingdom. Medworxx helps hospitals meet patient flow challenges and requirements in compliance and education. Medworxx Clinical Criteria– flagship of Medworxx Patient Flow that includes electronic bed board and independent assessment components – currently serves over 34% of the acute care beds in Canada. Founded in 2004, Medworxx is based in Toronto, Ontario and publicly traded on the TSX Venture Exchange: MWX. Visit: www.medworxx.com
Aptean is a leading provider of industry-focused mission critical enterprise software solutions. We build and acquire solutions to support the evolving operational needs of our customers. Our solutions help nearly 5,000 organizations stay at the forefront of their industries by satisfying their customers and continuing to operate more efficiently. For more information, visit www.aptean.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements Disclaimer
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or “recurring” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, such as delay or failure to received shareholder, regulatory or court approvals or the failure to satisfy other closing conditions to the Arrangement, competition, technological changes, the changing needs of hospitals, the financial condition of the Corporation’s and Aptean’s current and potential customers, foreign currency exchange rates, as well as general economic conditions, which may cause the actual results, performance or achievements of the Corporation and Aptean to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Factors that could cause actual results to differ materially from those set forward in the forward-looking statements include, but are not limited to, the Arrangement with Aptean successfully occurring and the fact that our business may suffer as a result of uncertainty surrounding the Arrangement, and additional risks and uncertainties referred to in our filings with the securities regulators in Canada, many of which are beyond our control. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports should be consulted.
Medworxx Solutions Inc.
Dan Matlow, 416-642-1278 Ext. 311
President & Chief Executive Officer
Brian Goffenberg, 416-642-1278 Ext. 315
Chief Financial Officer & Executive Vice President