MARKHAM, ON, Aug. 31, 2016 /CNW/ - Nightingale Informatix
Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today
announced the voting results from the Special Meeting of
Shareholders (the "Meeting") held on August
30, 2016 in Toronto,
Ontario. Nightingale announced that the Company's
shareholders have voted in favour of all items of business at the
Meeting, which was comprised of:
- a special resolution authorizing and approving the sale of
substantially all of the assets of the Company in accordance with
Section 184(3) of the Business Corporations Act
(Ontario) (the "Transaction"),
and
- a special resolution authorizing and approving an amendment to
the Company's articles to effect the change of the Company's name
from "Nightingale Informatix Corporation" to "Nexia Health
Technologies Inc." (the "Name Change").
A total of 56,976,088 common shares of the Company ("Shares"),
representing 60.13% of the 94,758,915 issued and outstanding Shares
as of the record date of July 29,
2016, were represented in person or by proxy at the
Meeting.
The voting results for each item of business from the Meeting is
set out below. Each matter is also described in greater detail in
the Company's Notice of Special Meeting of Shareholders and
Management Proxy Circular dated July 29,
2016.
The approval of the Transaction was approved by ballot as
follows: 55,003,255 votes for, and 50,000 votes
against. The votes for represent 99.91% of total
votes.
The approval of the Name Change was approved by ballot as
follows: 55,615,568 votes for, and 50,000 votes
against. The votes for represent 99.91% of total votes.
The Transaction was initially announced on July 14, 2016, as the Company had entered into a
definitive agreement to sell its Canadian assets required to serve
the Company's Canadian customers to TELUS Health Solutions GP
("TELUS Health"). Nightingale and TELUS Health expect closing
to be completed shortly.
PricewaterhouseCoopers Corporate Finance Inc. acted as financial
advisor to the Board of Directors of the Company in connection with
the Transaction.
Nightingale has filed a report of the voting results for the
Meeting on SEDAR at www.sedar.com.
Forward Looking Statements:
This press release contains "forward-looking statements"
within the meaning of applicable Canadian securities legislation.
Specifically, and without limitation, this press release contains
forward-looking statements and information relating to: the
anticipated benefits of the Transaction, the anticipated timing for
the closing of the Transaction, and the amount and timing of the
completion of post Transaction steps that are intended to
ultimately lead to distributions to shareholders of the Company as
well as the likelihood of such a transactions occurring at
all. 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 to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
associated with obtaining the required approvals related to the
completion of the Transaction; the ability of Nightingale to
successfully develop and market the V10 platform and successfully
complete the sale of the Company following the completion of the
Transaction. 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.
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