Transaction strengthens Nightingale's balance
sheet and positions Company to focus on driving growth in
Canada and International
markets
MARKHAM, ON, Oct. 5, 2015 /CNW/ - Nightingale Informatix
Corporation ("Nightingale" or the "Company") (TSX-V: NGH),
today announced the sale of its US based Practice Management
business, the "Business", to Pulse Systems, Inc. ("Pulse") a
leading provider of Practice Management and EHR software and
Revenue Cycle Management services in the
United States. Gross proceeds from the sale are $11 million, less working capital adjustments.
The sale includes the assets of Nightingale's Medrium, RidgeMark,
SecureConnect and Northern Health product lines. The Business
represented approximately 35% of Nightingale's revenue for its
fiscal year 2015. Nightingale will maintain the rights to develop,
sell, and deploy its clearinghouse and claims hub technology (known
as SecureConnect) in Canada and
all international markets outside of the
United States. Similarly, Pulse, under a License agreement,
will have the right to enhance and further develop, sublicense and
sell Nightingale V10 in the United
States. All figures are in Canadian dollars unless otherwise
specified.
This transaction was the result of Company's previously
announced initiative to evaluate its strategic alternatives.
"This transaction strengthens our balance sheet and allows us to
focus on deploying our suite of leading edge technologies including
V10 and the SecureConnect clearinghouse into the Canadian market
and international markets. We are sharpening our focus on the
markets where we see substantial opportunity and where we want to
continue to lead," said Sam Chebib,
President and CEO of Nightingale. "We will be using a portion of
the proceeds to pay down certain debt and the balance for working
capital and operations. Nightingale is now well positioned to focus
its energy on capitalizing on multiple large opportunities in the
Canadian and International markets"
Under the terms of the sale, Nightingale will receive gross
proceeds of $11.0 million, less
$3.0 million of holdbacks. In
addition, if the Business meets certain financial targets within
the first six months post-closing, Nightingale would also receive a
one-time additional payment of $1.75
million.
In conjunction with the sale, Nightingale entered into a mutual
non-competition agreement with Pulse for a period of three years,
whereby Nightingale would not compete in the United States market, while Pulse would
not compete in Canada.
Jeff Burton, Pulse Systems
President and CEO stated, "We are excited about this acquisition
and the strength of the healthcare IT professionals that will be
joining the Pulse team upon closing along with the clients that
they serve." Following the closing, the Pulse focus with its
new US clients will be to upgrade and advance each medical
organization into the growing Pulse offering of state-of-the-art
technology and service solutions. These solutions enable each
medical organization to leverage the power and simplicity of
Pulse's suite of fully-integrated proprietary products offered in
both client server and cloud environments.
This transaction is subject to TSX.V approval and other
customary closing conditions.
About Pulse
Pulse provides certified, integrated, electronic health care
management systems to thousands of providers across more than 40
specialties nationwide. Pulse's award-winning, interoperable
technology platform includes easy-to-use, cost-efficient Complete
EHR, Practice Management, e-prescribing, Billing and Collections,
and other Revenue Cycle Management solutions. Pulse is committed to
helping our physician partners gain greater workflow efficiencies,
reduce costs and achieve Meaningful Use incentives – all supported
by our best-in-class client support, training and implementation
services.
Pulse is part of the Cegedim Healthcare Software division, owned
and operated by Cegedim, a global health care technology company.
To learn more or to request a demonstration of Pulse's solutions,
please visit us at www.pulseinc.com or call 1.800.444.0882
About Nightingale
For more than a decade, Nightingale (TSX-V: NGH) has been
delivering innovative cloud-based Electronic Health Record (EHR) ,
Practice Management and Claims Clearing House solutions to
healthcare organizations across the United
States and Canada. Our goal is to uncomplicate the
day-to-day challenges of healthcare providers. We achieve this by
creating software that is truly intuitive—minimizing training and
maximizing adoption. We believe so strongly in building easy-to-use
software that we structured our entire product team around
user-centric design. Our clients are benefiting from this focus
through a well-supported and robust solution that presents a
holistic view of a person's well-being in a simple, clean
interface, so that the best health decisions can be made.
Nightingale – One Patient. One
Record. www.nightingalemd.com
Forward Looking Statement
This press release contains "forward-looking statements"
within the meaning of applicable Canadian securities legislation.
Generally, forward-looking statements can be identified by the use
of forward- looking terminology such as "plans", "expects" or "does
not expect", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may" ,"could", "would", "might",
"occur" or "be achieved". Forward-looking
statements are subject to known
and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Nightingale to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: the
ability of Nightingale to close the sale of assets to Pulse; the
ability of Nightingale to service the interest on its debt and to
repay the principal on its debt; risks associated with obtaining
the required approval of the Exchange and other approvals related
to its debt; risks related to the speculative nature of the medical
software industry, which is affected by numerous factors beyond
Nightingale's control; the ability of Nightingale to successfully
secure customer contracts and the timing of securing such
contracts; the ability of Nightingale to successfully develop and
market the V10 platform; the ability of Nightingale to complete and
successfully integrate its acquisitions on an accretive basis,
Nightingale's access to debt and capital facilities,
including compliance with current debt arrangements; the
existence of present and possible future government regulation; the
significant competition that exists in the medical software
industry; the early stage of Nightingale's business, and risks
associated with early stage companies, including uncertainty of
revenues, markets and profitability and the need to raise
additional funding. All material assumptions used in making
forward-looking statements are based on management's knowledge of
current business conditions and expectations of future business
conditions and trends. Certain material factors or assumptions
applied by management in making forward-looking statements, include
without limitation, factors and assumptions regarding future trends
in healthcare spending, economic conditions affecting Nightingale
and North American economies; Nightingale's ability to continue to
fund its business, rates of customer defaults, relationships
with, and payments to lenders, as well as Nightingale's operating
cost structure.
Although Nightingale has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such 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. Nightingale does not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
Further information on Nightingale Informatix Corporation is
available at www.sedar.com.
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.
SOURCE Nightingale Informatix Corporation