CALGARY, AB, Sept. 22, 2022 /CNW/ - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS") reports that in its most recent news release dated September 22, 2022, announcing the Company has entered into a material interest purchase agreement effective September 21, 2022 (the "Acquisition Agreement"), with Benefit Administrators West, LLC ("Benveo"), it wishes to clarify specific terms of the Acquisition Agreement.
Pursuant to the Acquisition Agreement, the acquisition of Benveo (the "Acquisition") will be satisfied through a cash payments from CHS to Benveo, with the aggregate amount of the cash payments being subject to certain adjustments (e.g., working capital adjustments) and revenue milestones being reached by Benveo. In addition, CHS may issue to Benveo up to US$80,000 worth of common shares in the capital of CHS upon Benveo achieving certain milestone revenue targets (the "Common Shares").
Assuming the issuance of the Common Shares in connection with the Acquisition, such issuance would not result in the creation of a new Insider (as such term is defined under the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV")) and the Acquisition would not constitute a "Fundamental Acquisition" as such term is defined under the Corporate Finance Manual of the TSXV.
CHS expects that the Acquisition will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 – Acquisitions and Disposition of Non-Cash Assets ("Policy 5.3") of the Corporate Finance Manual of the TSXV, and approval of the Acquisition as an Expedited Acquisition is subject to the approval of the TSXV.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation 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 Telehealth and Healthcare Benefits Administration solutions, providing reliable and high-volume transaction capable 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, doctors, and labor unions, through various corporations in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements in this news release include the: (i) closing of the Acquisition as an Expedited Transaction, (ii) the receipt of the necessary regulatory approvals from the TSXV, and (iii) the consideration payment with respect to the Acquisition upon the achievement of certain revenue milestones and subject to any necessary adjustments. These forward-looking statements are based on assumptions as of the date they are provided, including assumptions that the transaction will be consummated, that the conditions of the Acquisition Agreement will be satisfied, that necessary regulatory approval will be obtained, the execution of CHS's management strategy, the integration of Beneveo with CHS, and that the business strategy of Beneveo will be executed. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: that regulatory approval, including that of the TSXV, is not obtained; that the closing conditions for completion of the Acquisition are not satisfied; general economic, market and business conditions in Canada and globally; market volatility; unanticipated operating delays or halts in business; unforeseen delays in the timelines for any of the transactions or events described in this press release; and the risk of regulatory changes that may impact the business of the Company or Benveo. 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 statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Comprehensive Healthcare Systems Inc.
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