JOINT ANNOUNCEMENT BY AIM HEALTH GROUP INC. AND IMPERIAL CAPITAL GROUP LTD.

TORONTO, July 6, 2011 /CNW/ -- 
IMPERIAL CAPITAL TO ACQUIRE AIM FOR $0.25 CASH PER SHARE 


AIM BUYS ONCIDIUM


TORONTO, July 6, 2011 /CNW/ - AIM Health Group Inc. ("AIM" or the
 "Company") (TSXV: AHG), Imperial Capital Group Ltd. ("Imperial") and an
 affiliate of Imperial ("Subco") today announced that they have entered
 into a definitive support agreement (the "Agreement") pursuant to which
 Subco has agreed to acquire all of the outstanding shares of AIM.


Under the Agreement, Imperial will acquire each of the outstanding
 common shares of AIM for $0.25 per share in cash, other than up to 55%
 of the common shares (the "Excluded Shares") beneficially owned by
 certain members of existing management ("Management Shareholders"),
 including Lu Barbuto and Greg Van Staveren, AIM's CEO and CFO
 respectively, who will remain shareholders of the AIM business.


The offering price represents an approximate 47% premium to the closing
 AIM share price on July 5, 2011 and an approximate 56% premium to the
 20-day volume weighted average price ended July 5, 2011.  The
 transaction is the result of the strategic review process that was
 initiated by the Company as indicated in its press release dated May 5,
 2011.  The offering price represents a premium of approximately 100% to
 the closing AIM share price on May 5, 2011.


The transaction, which is subject to approval by the Company's
 shareholders (including a favourable vote of shareholders excluding
 Management Shareholders, regulatory approval and other customary
 closing conditions), is expected to close in the third quarter of
 2011.  The Management Shareholders and certain AIM shareholders, who
 collectively own approximately 76% of the outstanding common shares,
 have entered into voting support agreements with Imperial pursuant to
 which they have agreed to vote in favour of the transaction.


The Agreement contains a termination fee in the amount of $1.1 million
 payable by AIM in certain circumstances if the transaction is not
 completed, as well as re-imbursement of expenses payable by either AIM
 or Imperial in certain circumstances.  In addition, Imperial has been
 granted a right to match in respect of potential competing proposals.


The Company's financial advisor, Canaccord Genuity Corp, has provided an
 opinion to the Special Committee of the Board to the effect that the
 consideration to be received pursuant to the Agreement is fair from a
 financial point of view to the AIM shareholders, other than the
 Management Shareholders.


Justin MacCormack, Principal of Imperial and Head of its Healthcare
 practice, said, "We are excited to be adding a Canadian healthcare
 platform to Imperial's growing portfolio of healthcare investments.  
 We look forward to partnering with AIM and helping the Company play a
 greater role in Canadian healthcare."  Jeffrey Rosenthal, Managing
 Partner of Imperial, added, "This investment further validates
 Imperial's commitment to healthcare and we are excited to be working
 with AIM's management team."


Dr. Lu Barbuto, President & CEO of AIM, said, "We believe this
 transaction effectively surfaces the true value of the business for our
 shareholders.  After a review of the business and careful consideration
 of alternatives, the Special Committee unanimously recommended this
 transaction to the Board and the Board approved this transaction,
 concluding that it is in the best interests of our shareholders."
 Barbuto added: "We are delighted to be partnering with the Imperial
 team."


AIM also announced that it has entered into a definitive purchase
 agreement for the acquisition of all of the operating assets of the
 Oncidium Health Group and ATF Canada (collectively "Oncidium"). 
 Oncidium provides disability management, nurse staffing services and
 assessment services on behalf of various corporate clients throughout
 Canada.


Under the terms of the purchase agreement, AIM has paid $3 million, plus
 contingent consideration associated with the potential profits from one
 of Oncidium's contracts, for the next three years.  The $3 million
 purchase price was satisfied by $1.5 million cash and a note payable
 over three years having a principal amount of $1.5 million. The note
 may be prepaid by AIM at any time.  In the event that AIM makes full
 payment of the note prior to October 31, 2011, the purchase price will
 be reduced by $250,000.


Dr. Lu Barbuto commented, "We have known Oncidium, its team and its
 customer service focus for several years.  They are a well respected
 competitor in the disability management market.  I believe that
 Oncidium's superior disability management skills combined with AIM's
 established position as a leading provider of clinical services to
 employers across Canada, will position our Company as the go-to source
 for Canadian employers concerned with the health and well being of
 their employees."


About Imperial Capital Group Ltd.


Founded in 1989, Imperial Capital is a Toronto-based private equity fund
 manager that focuses on investment opportunities in small to mid-sized
 companies in North America. Imperial Capital's strategy is to seek out
 suitable companies with above average growth opportunities in carefully
 selected industry niches to which it can add value. Imperial has
 investments and significant expertise in the following industry
 sectors: Healthcare, Business and Consumer Services, and Non-Durable
 Products. For further information on Imperial Capital, please visit www.imperialcap.com.


About AIM Health Group Inc.


AIM is a fully integrated Canadian health care company that offers
 community based comprehensive services to individuals that are ill,
 injured, or disabled, and to individuals requiring lifestyle
 interventions to improve their quality of life (wellness). This
 philosophy translates into a continuum of health delivery where the
 individual's health care is integrated with the various service
 providers through a public-private funding delivery model. This
 continuum of care model is the core concept of AIM's integrated service
 and delivery model.


AIM's service lines integrate all aspects of health care and include,
 but are not limited to, Clinical Services, which encompasses family
 medicine, infusion therapies, medical chronic pain management,
 inter-disciplinary rehabilitation; Corporate Health and Disability
 Management; and Pharmaceutical Services including hospital and
 community-based research on behalf of third-party pharmaceutical
 companies, original research and pharmacy services.


Further information on AIM Health Group Inc. can be found in its
 disclosure documents filed with the securities regulatory authorities,
 available at www.sedar.com.


Caution Concerning Forward Looking Statements


Certain statements in this press release are forward-looking
 statements.  These statements are based upon certain material factors,
 assumptions and analyses that were applied in drawing a conclusion or
 making a forecast or projection, including AIM's experience and
 perceptions of historical trends, current conditions and expected
 future developments, as well as other factors that are believed to be
 appropriate in the circumstances.  Forward-looking statements are
 provided for the purpose of presenting information about management's
 current expectations and plans relating to the future and readers are
 cautioned that such statements may not be appropriate for other
 purposes. These statements may include, without limitation, statements
 regarding the operations, business, financial condition, expected
 financial results, performance, prospects, opportunities, priorities,
 targets, goals, ongoing objectives, strategies and outlook of AIM for
 the current fiscal year and subsequent periods. Forward-looking
 statements include statements that are predictive in nature, depend
 upon or refer to future events or conditions.


By its nature, this information is subject to inherent risks and
 uncertainties that may be general or specific and which give rise to
 the possibility that expectations, forecasts, predictions, projections
 or conclusion will not prove to be accurate, that assumptions may not
 be correct and that objectives, strategic goals and priorities will not
 be achieved.  A variety of material factors, many of which are beyond
 AIM's control, affect operations, performance, achievements and results
 of AIM that may be expressed or implied by such forward-looking
 statements and could cause actual results to differ materially from
 current expectations of estimated or anticipated events or results.
 These factors include, but are not limited to: general economic,
 industry and market segment conditions; equipment and labour shortages
 and inflationary costs; changes in applicable environmental, taxation
 and other laws and regulations, as well as how such laws and
 regulations are interpreted and enforced; changes in technology;
 operating risks, including risks inherent in the ability to generate
 sufficient cash flow from operations to meet current and future
 obligations; increased competition; stock market volatility; ability to
 maintain current and obtain additional financing; and management's
 success in anticipating and managing the foregoing factors.


The reader is cautioned that the foregoing list of factors is not
 exhaustive of the factors that may affect AIM's forward-looking
 statements. The reader is also cautioned to consider these and other
 factors, uncertainties and potential events carefully and not to put
 undue reliance on forward-looking statements. Although the
 forward-looking statements contained in this press release are based
 upon what management of AIM currently believes to be reasonable
 assumptions, actual results, performance or achievements could differ
 materially from those expressed in, or implied by, this forward-looking
 information and, accordingly, no assurance can be given that any of the
 events anticipated by the forward-looking information will transpire or
 occur, or if any of them do so, what benefits will be derived
 therefrom. These forward-looking statements are made as of the date of
 this release and, other than as specifically required by law, AIM does
 not assume any obligation to update or revise any forward-looking
 statement to reflect events or circumstances after the date on which
 such statement is made, or to reflect the occurrence of unanticipated
 events, whether as a result of new information, future events or
 results, or otherwise.


THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY APPROVED NOR DISAPPROVED THE
 CONTENTS OF THIS PRESS RELEASE.


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p AIM Health Group Ltd.br/ Lu Barbuto, President & CEObr/ Greg Van Stavern, Chief Financial Officerbr/ Tel:  [phone]br/ Website:  a href="http://www.aimhealthgroup.com"www.aimhealthgroup.com/a /p 

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