LAFAYETTE, LOUISIANA–(Marketwired – Dec. 15, 2017) –
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.
Patient Home Monitoring Corp. (the “Company” or “PHM“) (TSX VENTURE:PHM), a healthcare services company with operations in the U.S., is pleased to announce that its shareholders (the “Shareholders“) and its optionholders (together with the Shareholders, the “PHM Securityholders“) have voted today at the annual and special meeting of PHM Securityholders (the “Meeting“) to approve the previously announced plan of arrangement (the “Arrangement“) between PHM and Viemed Healthcare, Inc. (“Viemed“), PHM's wholly-owned subsidiary. The Arrangement was approved by 99.992% of the votes cast by PHM Securityholders voting together as a single class.
Additionally, all annual matters that were put before Shareholders at the Meeting were approved, including the re-appointment of PHM's directors (to be effective until completion of the Arrangement) and the reappointment of MNP LLP as PHM's auditor. PHM also received Shareholder approval for the adoption of a new stock option plan and restricted share unit and deferred share unit plan for each of PHM and Viemed for use immediately upon completion of the Arrangement.
For more information on the matters voted on at the Meeting and for details of the Arrangement, please see PHM's management information circular dated November 13, 2017, which has been filed on PHM's profile on SEDAR at www.sedar.com.
PHM's application to the Supreme Court of British Columbia (the “Court“) to obtain the final order approving the Arrangement is scheduled for Wednesday, December 20, 2017. Assuming Court approval is obtained and that the other conditions of the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about December 22, 2017.
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, the receipt of the final order from the Court, completion of the proposed Arrangement and any transactions associated therewith, 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 TSX Venture Exchange providing final approval of the proposed Arrangement and the listing of the shares of Viemed and the Court approving the proposed Arrangement. 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 the Company's annual Management's Discussion and Analysis for the year ended September 30, 2016, 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.
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