Open EC Technologies, Inc. Announces Letter Agreement with QHR Technologies Inc. for Business Combination

    




 NORTH VANCOUVER, BC, June 11, 2012 /CNW/ - Open EC Technologies, Inc.  ("Open EC" or the "Company")  is pleased to announce that  it has entered into a letter agreement with QHR Technologies Inc.  ("QHR")  pursuant to which QHR proposes to acquire all of  the issued and outstanding securities of Open EC in a business  combination effected by way of a Plan of Arrangement (the  "Arrangement"). 

 For Open EC this transaction, once completed, provides a strategic  partner to accelerate our market share and earnings growth of our US  HealthCare IT business with substantially improved access to capital  and human resources.  In addition, this plan of arrangement provides  the Open EC shareholders with a choice of liquidity or to participate  in ongoing equity growth potential with an exchange of Open EC shares  for QHR Shares. 

 For QHR this transaction, once completed, provides QHR with a strategic  opportunity to enter the US Healthcare market for their Electronic  Medical Record (EMR) software through Open EC, who has depth of  experience and a growing US Healthcare customer base in areas of  medical billing, EDI & EMR data transfers to and from Healthcare  Providers, Insurance Payors and Broker/Agencies throughout the United  States. 

 Transaction Structure Summary 




        --  Open EC Shareholder option to take either Cash or QHR Shares

        --  Cash option of $0.04 for each Open EC Share

        --  Share Exchange option of 12 Open EC Shares for 1 QHR Shares, 
            with a 12 month hold on the shares

        --  Options & Warrants have a conversion rate as noted below to QHR
            Shares, with an 18 month hold

        --  $250,000 Working Capital Loan to Open EC on signing of this
            announced agreement

        --  Repayment of Open EC debt and an additional $500,000 of working
            capital for 2013

        --  Signing of the Definitive Agreement by July 15, 2012

        --  Closing of the Plan of Arrangement by October 31, 2012




  

 Transaction Benefits 

 Martyn Armstrong, CEO of Open EC states, "This strategic transaction  with QHR will provide the Open EC shareholders a cash liquidity  opportunity, or an opportunity to continue as shareholders in QHR.   We  believe the Open EC business growth opportunity will see a substantial  benefit within the QHR group with improved balance sheet, access to  working capital, human resources, sales and marketing for our US  HealthCare expansion.   With improved business development support to  build the Open EC business, combined with QHR's market leading position  in the Canadian Electronic Medical Records (EMR) software sector, our  shareholders who elect a share exchange will be in the position to  participate in the business growth of both QHR and Open EC.  With the  combined markets, solutions and management, both companies should  benefit in growth in both the Canadian and US Healthcare IT Market." 

 Mr. Al Hildebrandt, CEO and President of QHR states, "QHR has been  watching and analyzing the US Healthcare market for some time now, but  we knew that it would be best for QHR if we could find a partner or an  acquisition target who knew the complexities of the financial portion  of Healthcare very well and already had a good portion of recurring  revenue to fund the existing US business and augment that with QHR's  own experiences and product offering.  We are delighted to have found  such a partner company and to find many new advanced software products  and technology skills available to us in the highly qualified staff  working at Open EC, especially for the development of the SaaS  Healthcare market." 

 Transaction Details 

 In the proposed Plan of Arrangement, holders of Open EC common shares  ("Open EC Shares") can elect to exchange their Open EC Shares for  common shares of QHR ("QHR Shares") at a ratio of twelve (12) Open EC  Shares for each QHR Share or cash at a price of $0.04 per Open EC  Share.  Where no affirmative election is made, the Open EC shareholder  will be deemed to have made the election to receive cash. 

 Holders of share purchase warrants and options which have not expired on  the closing date may exchange their securities for QHR Shares at  various rates depending on the class or series (some warrants will be  exchanged at a ratio of three & three quarters to one, others at a  ratio of nine to one and options will be exchanged at a ratio of ten to  one).  QHR Shares issued in exchange for Open EC Shares will be subject  to a resale restriction for twelve months after the completion date,  while QHR Shares issued in exchange for Open EC warrants and options  will be subject to an eighteen month resale restriction. 

 The Arrangement will provide for the repayment of Open EC's existing  secured debt over a period of time beginning on the completion date of  the Arrangement and ending April 1, 2013 and a commitment to provide  working capital of $500,000 to the Open EC business unit for calendar  year 2013.  In addition, within five business days of the date of the  letter agreement, QHR has agreed to provide a secured bridge loan to  Open EC in the amount of $250,000. 

 The Board of Directors of both companies have approved the letter  agreement and the Arrangement but the Arrangement is subject to the  negotiation and execution of a definitive agreement with comprehensive  terms, as well as approval by the Supreme Court of British Columbia,  the TSX Venture Exchange and the affirmative vote of 66 and 2/3 percent  of the Open EC shareholders.  The letter agreement requires that all of  the officers and directors of Open EC will sign voting agreements  pursuant to which they will agree to vote their securities in favour of  the Arrangement. 

 The companies have agreed to work towards completing due diligence and  the signing of a definitive agreement by July 15, 2012.  The  Transaction is expected to be completed by October 31, 2012, following  all necessary approvals. The Transaction remains subject to entering  into the definitive agreement and the satisfaction of customary closing  conditions, including any necessary regulatory approvals. There is no  assurance that the Transaction will be completed, or if completed, that  the terms may change. 

 About QHR Technologies Inc. 

 QHR operates two business units in distinct markets: 

 The Electronic Medical Records ("EMR") division offers a suite of  medical software modules that provides computer-based medical records  for family physicians, medical specialists, and surgeons, as well as  administrative modules for billing and patient scheduling, that is a  key component of the move throughout Canada to provide electronic  healthcare records for all Canadians. The EMR division also provides  on-site and off-site (ASP) hosting capabilities. 

 The Enterprise Management Software ("EMS") division specializes in  workforce management software, which consists of integrated payroll,  staff scheduling and human resource software, and in customized  financial management software built on the Microsoft Dynamics GP  platform. These products are targeted at complex healthcare, social  services and public safety environments. 

 Additional product and solution information for QHR Technologies is  available on the web at www.QHRtechnologies.com.   The QHR Technologies' common shares trade on the TSX Venture  Exchange under the symbol: "QHR" 

 About Open EC Technologies, Inc. 

 Open EC Technologies is an e-Business Information Technology company  with our corporate head office, marketing and development in Vancouver,  BC, main HealthCare IT Solutions Operations office in San Antonio,  Texas and Medical Practise Billing Operations office in Spring Hill,  Florida.  The company has software development and data center hosting  operations in Maine, with Sales and Executive Management staff in  Atlanta Georgia.    

 The Company's focus is to provide software solutions and transaction  processing services to assist Physicians, Hospitals, Health Plans,  Insurance Brokers and State Governments to exchange information for  HIPAA EDI Health Plan Enrolment, Health Insurance Eligibility, Health  Insurance Claims, Claim Payments and HealthCare Provider Collaboration  of supporting patient referral and industry compliance/reporting  documentation. 

 Additional product and solution information is available on the web at www.SoftCareHealthcare.com, www.iPlexus.net and www.softcare.com and additional public company information is available on the web at www.openec.com.  The Company's common shares trade on the TSX Venture Exchange under  the symbol: OCE. 

 ON BEHALF OF THE BOARD 

 "Martyn A. Armstrong" 

 Martyn A. Armstrong President and CEO 

 The TSX Venture Exchange does not accept responsibility for the adequacy  or accuracy of this release.  This news release may contain  forward-looking statements within the meaning of The Private Securities  Litigation Reform Act of 1995.  Forward-looking statements address  future events and conditions and therefore, involve inherent risks and  uncertainties.  Actual results may differ materially from those  currently anticipated in such statements. 

Open EC Technologies, Inc.


CONTACT:  Further information about the Open EC can be found on SEDAR(www.sedar.com) or by contacting Mr. Martyn A. Armstrong, President &CEO of Open EC. (Tel:[phone]  email: [e-mail])Further information about QHR Technologies can be found on SEDAR(www.sedar.com) or by contacting Mr. Al Hildebrandt, President & CEO ofQHR. (Tel:[phone] email: [e-mail]) 


    

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