Toronto, Ontario – October 5, 2017 – VITALHUB CORP. (TSXV: VHI) (the “Company” or “Vitalhub”), is pleased to announce that it has completed the acquisition of B Sharp Technologies Inc. (“B Sharp Technologies”) through the purchase of all of the issued and outstanding securities of B Sharp Technologies (the “Acquisition”) pursuant to an acquisition agreement (the “Agreement”) dated August 29, 2017 with all of the shareholders of B Sharp Technologies.
“We are excited to announce the completion of the B Sharp Technologies transaction and to begin the process of integrating our two companies” said Dan Matlow CEO of Vitalhub. “B Sharp Technologies is a strong, established company that possesses great solutions and an established customer base in the growing mental health and long term health care spaces. We are optimistic about the growth opportunities associated with combining Vitalhub’s Mhealth platform with B Sharp Technologies’ offerings.”
“Joining forces with the Vitalhub team is an exciting opportunity to create a new organization that has a stronger ability to create and market innovative solutions to serve the growing mental health, specialty health service providers and the long term care sector,” said Robert Lazar, CEO of B Sharp Technologies. “The combination of our organizations brings together technology and expertise to generate benefit for our existing and future customers.”
The purchase price for the Acquisition was $3,826,000 paid to the Vendors by way of a cash payment of $1,876,000.06 (the “Cash Purchase Price”) together with the delivery of a total of 13,928,571 common shares of Vitalhub (“Common Shares”), at a deemed price of $0.14 per Common Share (the “Share Purchase Price”), issued to the shareholders of B Sharp Technologies. The principal shareholders of B Sharp Technologies, Vijit Coomara, Robert Lazar and Anthony Iantorno (including their respective wholly-controlled family trusts) received 5,457,171, 5,457,171 and 3,014,229 Common Shares, respectively.
Before closing of the Acquisition, the Company had 66,203,745 Common Shares issued and outstanding. Currently, the Company now has 80,132,316 Common Shares issued and outstanding, which includes the 13,928,571 Common shares issued in connection with the Acquisition. Vijit Coomara, Robert Lazar and Anthony Iantorno therefore received Common Shares of the Company such that they now hold approximately 6.8%, 6.8% and 3.7%, respectively, of the total issued and outstanding Common Shares.
A portion of the Cash Purchase Price is subject to the following escrow conditions (i) 3.75% of the Purchase Price will be held in escrow for a nine (9) month period from the closing date of the Acquisition, and (ii) save and except for the portion of the Share Purchase Price allocated to Anthony Iantorno, the Share Purchase Price will be released to the former B Sharp Technologies shareholders in six equal consecutive semi-annual distributions, the first of such distributions to occur on the six month anniversary of the closing date of the Acquisition. The portion of the Share Purchase Price allocated to Anthony Iantorno will be released in four equal consecutive semi-annual distributions, the first of such distributions to occur on the six month anniversary of the closing date of the Acquisition.
On closing of the Acquisition, Mr. Coomara and Mr. Lazar are to join Vitalhub’s management team as Executive Vice President Professional Services and Executive Vice President Development, respectively.
About B Sharp
Founded in 1998 and based in Toronto, B Sharp Technologies develops and deploys client case management and electronic documentation solutions for healthcare, social services, and community care organizations. B Sharp Technologies also has software development operations in Sri Lanka, providing access to skilled and low cost developers. The products of B Sharp Technologies are used by over 40 customers in 70 locations across Canada. B Sharp Technologies had total unaudited revenues from operations of over $1.8 million for the year-ended December 31, 2016.
Founded in 2012, VitalHub delivers an innovate platform for mHealth, a modularized and standardized solution for creating mobile health applications. The VitalHub platform provides the control, security, privacy and consistency essential in the healthcare industry. VitalHub includes apps for clinical care, communications, and medical research, and the platform to expand this to other areas. VitalHub is based in Toronto, Ontario.
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Chief Executive Officer, and Director
The TSX Venture Exchange has in no way passed upon the merits of the transactions and has neither approved nor disapproved the contents of this press 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 press release. This news release contains forward-looking statements relating to the timing and completion of the transactions, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisition, the projected cash flows of the Company post-Acquisition, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to effectively integrate B Sharp Technologies into the Company and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that transactions described herein, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.