/Not for distribution in the
United States/
TORONTO,
March 12, 2013 /CNW/
- Nightingale Informatix Corporation (TSXV: NGH)
("Nightingale" or the "Company") announced that it has completed a
private placement of $3,265,000
aggregate principal amount of 10% Series C secured subordinated
convertible debentures (the "Debentures") at a price of
$1,000 per Debenture (the "Debenture
Offering"). Raymond James Ltd. ("Raymond James" or the "Agent")
acted as an agent on behalf of the Company to complete the
Debenture Offering. Certain holders of $925,000 aggregate principal amount of the
Company's outstanding 12% Series A Subordinated Convertible
Debentures (the "Series A Debentures") have agreed to tender such
debentures for early redemption by the Company and direct the
proceeds thereof towards the subscription for an equivalent
aggregate principal amount of the Debentures.
Nightingale has also completed an increase in
its senior loan facility with its existing commercial lending
institution with the addition of a US $
2,000,000 term loan (the "Senior Term Loan").
The Debenture Offering
The Debentures mature on March 14, 2016 and bear interest at the rate of
10% per annum, which shall be calculated and payable in cash
monthly, in arrears, on the first business day of each month,
commencing on April 1, 2013.
Following the first anniversary of issuance of the Debentures,
Nightingale shall have the right to redeem the Debentures (a
"Redemption") at any time, in whole or in part, without notice or
penalty, at a price equal to their principal amount plus accrued
and unpaid interest.
The Debentures are convertible at the holder's
option into common shares at any time at a conversion price of
$0.60 per share. The conversion price
represented a 150% premium to the 30 day volume weighted average
trading price, established at the market close March 8, 2013. The Debentures are secured on all
of the Company's and certain of its subsidiaries' present and after
acquired property and assets and shall be subordinated to certain
defined senior indebtedness in the aggregate amount of $7.5 million. The Debentures will not be listed
and have a four-month statutory hold period.
The Company will use the proceeds of the
Debenture Offering to redeem the remainder of the outstanding
Series A Debentures and for general corporate purposes. In
conjunction with the successful completion of the Debenture
Offering, the Agents received a 6% cash commission plus 6% agent's
options ("Agent's Options") on the total dollar amount raised,
except in certain specified circumstances where the compensation
percentage was less. On the closing of the Debenture Offering,
$168,150 commission was paid and
280,250 Agent's Options were issued. The Agent's Options will be
exercisable for shares for a period of three years from closing at
$0.60 per share.
Sam Chebib, a
Director and the Chief Executive Officer of the Company,
participated in the Debenture Offering by replacing $500,000 aggregate principal amount of Series A
Convertible Subordinated Debentures held by him with the equivalent
aggregate principal amount of Debentures as described above. Mr.
Chebib currently holds or controls 11,018,183 common shares of the
Company, representing approximately 14.4% of the outstanding common
shares (or approximately 13.68%, assuming the conversion of all
outstanding convertible debentures (including the Debentures)).
The Senior Term Loan
The Senior Term Loan bears an interest rate
equivalent to the bank prime rate plus 2.25% and is repayable with
36 equal monthly installments of principal plus
interest. Nightingale intends to use the proceeds of
the financings for general corporate purposes.
About Nightingale
Nightingale is one of the fastest growing health
care service and software companies in North America and is recognized as an industry
leader in Web-based clinician and community based electronic
medical records (EMR) serving the needs of small primary care
practices, multi-physician outpatient clinics, and large scale
regional health organizations and networks. Coupled with integrated
practice management and transcription, Nightingale's comprehensive
service offering allows customers to enhance patient care, increase
revenue opportunities and optimize operations. Nightingale is
continuously innovating and enhancing its services to meet the
needs of its growing and diverse customer base. Nightingale -
Healthcare connected. www.nightingalemd.ca
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: 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 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