Gemoscan Canada, Inc. Announces Acquisition of Physiomed Kennedy Inc.
(firmenpresse) -
Gemoscan Canada, Inc. Announces Acquisition of Physiomed Kennedy Inc.
Toronto – August 14, 2013 – Gemoscan Canada, Inc. (“Gemoscan” or the “Corporation”) – (TSXV: GES; MUN: 1GE) wishes to announce that it has completed its acquisition of a 100% interest in Physiomed Kennedy Inc. (“PKI”), which operates a paramedical clinic in Scarborough Ontario (the “Acquisition”) previously announced on July 15, 2013. The purchase price was negotiated on the basis of four times PKI’s normalized earnings before interest, tax, depreciation and amortization (“EBITDA”) as at April 30, 2013 and is subject to adjustment based on PKI’s audited financial results for the twelve months ending April 30, 2014. In satisfaction of the purchase price, the Vendors received $205,000 in cash, a secured debenture bearing interest at the rate of 3% per annum for a period of two years in the principal amount of $374,204, unsecured promissory notes bearing interest at 10.75% per annum for a period of two years in the principal amount totaling $268,602 and 797,309 Class A Shares priced at $0.11 per share. Interest on the various debt instruments shall be paid monthly but no principal payments are required until the due date. The secured debenture is secured against the assets of PKI.
Based on historical audited performance, PKI shall immediately provide the Company with accretive annual revenue, expected to be approximately $1.47 million with significant positive net income. PKI is the first of further intended acquisitions of paramedical clinics designed to drive incremental sales and profitability through a strong captive consumer base to which to sell the Company’s current offerings; and sustainable retail based health and wellness services currently sold by PKI and similar companies.
As announced earlier, Scott Wilson, a director of Gemoscan, owns 50% of PKI through a related company. As a result, the Acquisition is a related party transaction as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Acquisition is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by reason of the exemptions contained in sections 5.5(a) and 5.7(1)(a) as the total consideration being received by Mr. Wilson does not exceed 25% of Gemoscan’s market capitalization. Mr. Wilson did not receive any shares of Gemoscan in consideration for his interest in PKI.
Financing
The Company also wishes to advise that In order to complete the acquisition of PKI, Gemoscan has completed a convertible debenture financing of $250,000 with an existing arm’s length lender. This debenture financing was not completed with NorthStar Bancorp Limited under the term sheet previously announced on July 15, 2013. Instead, the Company has issued a secured convertible debenture with a term of 1 year bearing interest at the rate of 10.75% per annum, secured against the assets of PKI, in the principal amount of $200,000. The Company has also issued an unsecured convertible debenture with a term of six months bearing interest at the rate of 15% per annum in the principal amount of $50,000. Both debentures are convertible at the rate of one Class A share for each $0.11 in principal converted. Interest on the debentures shall be paid monthly but no principal payments are required until the due date.
About Gemoscan Canada, Inc.
Gemoscan is an industry leader in food intolerance management and maintains a first-to- market position with Canada wide distribution through select retail partners. Founded in 2003, using its proprietary patented technology, Gemoscan develops, owns and markets comprehensive food sensitivity and dietary management solutions for consumers, including the HEMOCODE™ Food Intolerance System and the MenuWise™ Food Intolerance Plan, personalized naturopathically supervised nutritional programs that promote well-being. Gemoscan is the first and only provider to commercialize a food intolerance management solution directly to consumers in partnership with retailers, and today offers the most comprehensive services available.
Gemoscan Canada, Inc. trades its shares on the Toronto Venture Exchange under the symbol GES and is quoted on the Munich, Frankfurt and Stuttgart Stock Exchanges under the symbol 1GE.
Forward-Looking Information
This news release contains certain "forward-looking information". All statements, other than statements of historical fact that address activities, events or developments that Gemoscan believes, expects or anticipates will or may occur in the future. These forward-looking statements reflect the current expectations or beliefs of Gemoscan based on information currently available to Gemoscan. Forward- looking statements are subject to a number of signify cant risks and uncertainties and other factors that may cause the actual results of Gemoscan to differ materially from those discussed in the forward- looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Gemoscan. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Gemoscan disclaims any intent or obligation to update any forward- looking statement, whether as a result of new information, future events or results or otherwise. Although Gemoscan believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
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.
For more information please contact:
Company:
Brian Kalish
Chief Executive Officer
Gemoscan Canada, Inc.
Tel: 416.650.1200
bkalish(at)hemocode.com
www.gemoscan.com
Leseranfragen:
Gemoscan Canada Inc.
5000 Dufferin Street , Unit D1
Toronto, Ontario, M3H 5T5
Datum: 16.08.2013 - 11:09 Uhr
Sprache: Deutsch
News-ID 288459
Anzahl Zeichen: 6535
contact information:
Town:
Wien
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 215 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Gemoscan Canada, Inc. Announces Acquisition of Physiomed Kennedy Inc.
"
steht unter der journalistisch-redaktionellen Verantwortung von
Gemoscan Canada Inc. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
