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.
CINCINNATI, Jan. 19, 2018 (GLOBE NEWSWIRE) -- Patient Home Monitoring Corp. (the “Company” or “PHM”) announces, further to the Company’s news release dated December 22, 2017 in respect of the Plan of Arrangement (the “Arrangement”) involving PHM, Viemed Healthcare, Inc. (“Viemed”) 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 “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 (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, 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 New PHM Options and New PHM 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 New PHM Option and New PHM Warrant will be equal to the exercise price of the Old PHM Warrants and Old PHM Options multiplied by 0.4222 (the “Exchange Ratio”).
As a result of the foregoing adjustments, PHM has (as of the date hereof) 15,729,306 New PHM Options outstanding, with exercise prices ranging from $0.07 to $0.71 and expiry dates ranging from February 3, 2018 to March 6, 2027.
In addition, each Old PHM Warrant was cancelled effective January 9, 2018 and deemed to be exchanged for one New PHM Warrant and one-tenth of a Viemed Warrant, such that PHM will have the following New PHM Warrants outstanding:
- 1,788,000 New PHM Warrants, each exercisable to acquire one New PHM Share until August 27, 2019 (subject to acceleration in certain circumstances) with an exercise price of $0.19 (being $0.45 multiplied by the Exchange Ratio), representing New PHM Warrants issued in exchange for Old PHM Warrants issued under a Warrant Indenture dated August 27, 2014;
- 22,423,058 New PHM Warrants, each exercisable to acquire one New PHM Share until May 4, 2018 (subject to acceleration in certain circumstances) with an exercise price of $0.76 (being $1.80 multiplied by the Exchange Ratio), representing New PHM Warrants issued in exchange for Old PHM Warrants issued under a Warrant Indenture dated May 4, 2015; and
- 1,794,000 New PHM Warrants, each exercisable to acquire one New PHM Share until May 4, 2018 (subject to acceleration in certain circumstances) with an exercise price of $0.63 (being $1.50 multiplied by the Exchange Ratio), representing New PHM Warrants issued in exchange for Old PHM Warrants originally issued as broker warrants.
ABOUT PATIENT HOME MONITORING CORP.
The Company provides in-home monitoring and disease management services for patients in the United States healthcare market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility and other chronic health conditions. The initial service line includes providing in-home monitoring equipment, supplies and services to patients in the U.S. who take prescription blood thinners, such as Coumadin® (warfarin).
The primary business objective of the Company is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient’s services and making life easier for the patient.
Forward-Looking Statements
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, expanding its offerings, 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. Examples of such risk 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; 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 the Company’s disclosure documents 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.
For further information please visit our website at www.phmcompanies.com, or contact:
Allan Wallander
Chief Financial Officer
Patient Home Monitoring Corp.
859-300-6455
investorinfo@myphm.com