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EZM Easy Technologies Inc.

0.07
0.00 (0.00%)
26 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Easy Technologies Inc. CSE:EZM CSE Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.07 0.005 0.05 0 01:00:00

EasyMed and Biosign Sign Letter of Intent to Complete Business Combination

02/04/2012 6:11pm

Marketwired Canada


EasyMed Services Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) ("ESI") is pleased to
announce today that it has entered into a letter of intent dated April 1, 2012
(the "Letter of Intent") with Biosign Technologies Inc. (TSX VENTURE:BIO)
("Biosign") to complete a business combination (the "Transaction"). BIO, a
public company with headquarters in Toronto, Canada, provides biomedical
systems. Key applications include intelligent systems for non-invasive
monitoring of common health risks associated with blood pressure, glucose, and
medication. The core technology combines measurement, analysis, and rapid
knowledge formation to support health monitoring across global markets. Upon
completion of the Transaction, it is intended that the combined entity will
continue to carry on the business of ESI and will be listed on the TSX-V. 


Transaction Summary. It is currently contemplated that the Transaction will be
completed by way of an amalgamation or arrangement between Biosign and ESI (the
resulting entity being, the "Resulting Issuer"). Biosign is governed by the
Business Corporations Act (Ontario) and ESI is governed by the Business
Corporations Act (British Columbia). In connection with the Transaction, it is
contemplated that ESI will continue from the Province of British Columbia to the
Province of Ontario. The Transaction is an arm's length transaction and will
constitute a reverse take-over under the policies of the TSX Venture Exchange
(the "TSX-V"). It is anticipated that the Resulting Issuer will be named "ESI
Healthcare Inc." or such other name as may be determined by the parties. 


Under the Transaction, based on the current number of outstanding common shares
of Biosign, each outstanding common share of Biosign will be exchanged for
common shares of the Resulting Issuer on an approximately 5.7 for one basis. The
exchange ratio is based on a deemed price of approximately $0.17 per common
share of Biosign and a price of $1.00 per common share of ESI. Assuming that the
current number of outstanding common shares of Biosign is outstanding
immediately prior to the closing of the Transaction, the total number of
Resulting Issuer common shares to be issued to Biosign shareholders will be
approximately 15,600,000. As a result of the Transaction, each outstanding
Biosign warrant and option to acquire Biosign common shares will be exercisable
into common shares of the Resulting Issuer on the same terms and conditions as
the original Biosign warrant or option, adjusted to give effect to the
applicable exchange ratio. 


Under the Transaction, based on the current number of outstanding common shares
of ESI, each outstanding common shares of ESI will be exchanged for common
shares of the Resulting Issuer on a one for one basis. Assuming that the current
number of outstanding common shares of ESI is outstanding immediately prior to
the closing of the Transaction, the total number of Resulting Issuer common
shares to be issued to ESI shareholders will be approximately 31,100,000. As a
result of the Transaction, each outstanding ESI warrant and option to acquire
ESI common shares will be exercisable into common shares of the Resulting Issuer
on the same terms and conditions as the original ESI warrant or option, adjusted
to give effect to the applicable exchange ratio.


Following the completion of the Transaction (based on the outstanding share
capital of each of Biosign and ESI as of the date hereof), approximately
47,000,000 common shares will be issued and outstanding, of which Biosign
shareholders will hold common shares representing approximately 33% of the
outstanding common shares of the Resulting Issuer. The parties intend that the
outstanding common shares of the Resulting Issuer will be listed on the TSX-V
following completion of the Transaction.


The Letter of Intent is non-binding with respect to commercial terms, but
includes binding obligations typical in the circumstances, including those
relating to a period of exclusive dealing and confidentiality. The proposed
Transaction is subject to a number of terms and conditions, including the
entering into by the parties of a definitive agreement with respect to the
Transaction (such agreement to include representations, warranties, conditions
and covenants typical for a transaction of this nature, together with a break
fee in the amount of $500,000, payable in common shares or cash to be determined
by the payor), the completion of a private placement by Biosign for gross
proceeds of not less than $2,000,000, the completion of satisfactory due
diligence investigations by each party, the approval of the shareholders of
Biosign and ESI and TSX-V acceptance. 


Information Concerning Biosign. Biosign Technologies Inc. is a public company
traded on the TSX - Venture Exchange ("TSX-V") under the symbol BIO and was
formed via an amalgamation under the Business Corporations Act (Ontario) on July
14, 2006. The predecessor operating company was Biosign Technologies Inc. which
was incorporated under the Business Corporations Act (Ontario) on March 11,
2004.


Biosign is an ISO 13485 Certified Medical Device company that has invested in
excess of $15million to develop technologies, products and initiatives to
address critical problems in global health care. Biosign is committed to
becoming the "world's health monitor" with a robust, integrated and portable
system that provides valuable information to stakeholders. Biosign's
breakthrough technology and continued innovation serve the Company's mission to
make health care safe, simple, and sensible.


Biosign provides an end-to-end solution for non-invasive monitoring, analysis
and reporting of health data critical to the management of cardiovascular
conditions through their proprietary platform "UFIT". The UFIT(R) cuff
painlessly captures the pulse waveform from the patient's pulse and transmits it
to the cloud through a computer. Biosign proprietary algorithms analyze the data
in seconds to report blood pressure and other cardiovascular measurements.
Biosign's analysis and reporting tools give patients and their healthcare team
secure access to real-time and longitudinal health information for treatment
planning, evaluation, and management.


In October 2010 Biosign acquired Healthanywhere(TM) ("HA") for consideration of
approximately $3,400,000. The HA intellectual property includes a 510k clearance
from the U.S. Food and Drug Administration for the HA solution as a Class II
medical device. HA provides software solutions addressing the continuum of care
from wellness promotion and self-managed care to chronic disease management. 


Board of Directors of Resulting Issuer. Under the terms of the Letter of Intent,
Biosign will appoint three members to the Board of the Resulting Issuer and ESI
will appoint four members to the Board of the Resulting Issuer. Information on
the proposed directors will be provided in due course.


Sponsorship. The Transaction is subject to the sponsorship requirements of the
TSX-V, unless an exemption from those requirements is granted. Biosign intends
to apply to the TSX-V for an exemption from the sponsorship requirements;
however, there can be no assurance an exemption will be obtained. If an
exemption from the sponsorship requirements is not obtained, a sponsor will be
identified at a later date. 


The Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed, or at all. 


Further details concerning the Transaction, Biosign (including additional
financial information and technical information respecting the assets of
Biosign) and other matters will be announced if and when a definitive agreement
is reached. 


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. 


Biosign is subject to the rules and regulations of the TSX-V. The TSX-V has in
no way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press release.


About EasyMed Services Inc.

EasyMed Services, Inc. (CNSX:EZM)(OTCBB:EMYSF)(MUN:EY6) is a global medical
information technology company delivering an end to end patient care solution
through mobile phone/PDA and server technologies offering specialized services
and applications for healthcare, insurance and pharmaceutical industries. We are
committed to world-class customer service and the protection of our clients'
information.


For more information, visit www.easymedservices.com.

This news release contains forward-looking statements, which relate to future
events or future performance and reflect management's current expectations and
assumptions. These forward-looking statements reflect management's current
beliefs and are based on assumptions made by and information currently available
to the Company. Investors are cautioned that these forward looking statements
are neither promises nor guarantees, and are subject to risks and uncertainties
that may cause future results to differ materially from those expected. These
forward-looking statements are made as of the date hereof and, except as
required under applicable securities legislation, the Company does not assume
any obligation to update or revise them to reflect new events or circumstances.


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