CALGARY, AB, September 22, 2022 /CNW/ – Comprehensive Health Systems Inc. (TSXV: CHS) (the “company” or “CHS‘) reports this in its most recent press release dated 09/22/2022announcing that the Company has entered into an effective purchase agreement for substantial interests September 21, 2022 (the “Purchase contract“), with Benefit Administrators West, LLC (“benveo“), she would like to clarify certain terms of the acquisition agreement.
Pursuant to the Acquisition Agreement, the acquisition of Benveo (the “acquisition“) will be satisfied by cash payments from CHS to Benveo, the total amount of cash payments being subject to certain adjustments (e.g. working capital adjustments) and revenue milestones achieved by Benveo. In addition, CHS may issue to Benveo up to $80,000 Value of common shares in CHS capital once Benveo achieves certain milestone sales targets (the “common shares“).
Assuming the issuance of the Common Stock in connection with the Acquisition, such issuance would not result in the creation of a new insider (as that term is defined in the TSX Venture Exchange’s Corporate Finance Manual (the “TSXV“)) and the Acquisition would not constitute a “fundamental acquisition” as that term is defined in the TSXV Corporate Finance Manual.
CHS expects the acquisition to meet the criteria of an “accelerated acquisition” under Guideline 5.3 – Acquisition and sale of tangible assets (“Policy 5.3“) of the Corporate Finance Manual of the TSXV, and approval of the Acquisition as an accelerated acquisition is subject to approval by the TSXV.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is incorporated under the laws of the Province of alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The Company is a vertically integrated Software-as-a-Services (SaaS) company focused on digitizing healthcare with telemedicine and healthcare benefits administration solutions, delivering reliable and high-volume transactional systems. The company’s state-of-the-art Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefits administration (including self-funded employers, hospitals, physicians and unions through various companies). in which the majority shareholder is the majority owner), provision of healthcare management software, licensing and maintenance services.
FORWARD LOOKING INFORMATION:
This press release contains “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are identifiable by words such as “anticipate,” “intend,” “plan,” “budget,” “believe,” “forecast,” “estimate,” “expect,” “planned,” “forecast,”,” “ Strategy”, “future”, “likely”, “may”, “be”, “could”, “would”, “should”, “will” and similar references to future periods or negative or comparable terminology and terms commonly used used in the future tense and in the conditional. Examples of forward-looking statements in this press release include: (i) the completion of the Acquisition as an accelerated transaction, (ii) receipt of required regulatory approvals from the TSXV, and (iii) consideration related to the Acquisition upon achievement of certain revenue milestones and subject to necessary adjustments. These forward-looking statements are based on assumptions made as of the date of their release, including assumptions that the transaction will consummate, that the terms of the acquisition agreement will be satisfied, that necessary regulatory approvals will be obtained, and that CHS’ management strategy, the integration of Beneveo will be executed with CHS and that the business strategy of Beneveo will be implemented. However, there can be no assurance that such assumptions will reflect the actual results of such items or factors.
In addition, there are known and unknown risk factors that could cause the Company’s actual results and financial conditions to differ materially from those projected in the forward-looking statements. Therefore, you should not rely on these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those projected in the forward-looking statements include, among others: failure to obtain regulatory approvals, including those of the TSXV; that the closing conditions for the closing of the acquisition are not satisfied; general economic, market and business conditions in Canada and worldwide; market volatility; unanticipated operational delays or business interruptions; unanticipated delays in the timing of transactions or events described in this press release; and the risk of regulatory changes that may affect the Company’s or Benveo’s business. All forward-looking information is qualified in its entirety by this cautionary statement and the Company disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any changes to the forward-looking information contained herein to reflect future results, events or developments reflect unless required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE Comprehensive Healthcare Systems Inc.
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