EpiPharma Closes Acquisition of Strategic Healthcare Systems, Inc.SCOTTSDALE, Ariz. -- EpiPharma, Inc. ("EpiPharma") (Pink Sheets:EPHM) has finalized See finalization. and completed the acquisition of Strategic Healthcare Systems, Inc. (SHS SHS Shares (stock) SHS SAW (Surface Acoustic Wave) Humidity Sensor SHS Sciences Humaines et Sociales (French: Social Sciences) SHS Student Health Service SHS Second Hand Smoke ). EpiPharma, SHS and the stockholders of SHS (the "Selling Stockholders") signed a definitive Securities Purchase Agreement and Plan of Reorganization (the "Agreement") where the Selling Stockholders sold, and EpiPharma purchased, all of SHS's outstanding shares of capital stock, in exchange for an aggregate of 95,000,000 shares of EpiPharma's common stock. SHS is a healthcare management company founded in 1996 by Dr. Albert A. Gomez to increase access to quality medical services for uninsured and underinsured un·der·in·sure tr.v. un·der·in·sured, un·der·in·sur·ing, un·der·in·sures To insure under a policy that provides inadequate benefits: Be certain that you are not underinsured against catastrophic illness. Americans and immigrants. Dr. Gomez's vision is to provide an alternative to expensive hospitals and emergency rooms and change the way in which healthcare is marketed and delivered in America. SHS is organized as a virtual, vertically integrated healthcare delivery system that coordinates the interaction of physicians, patients and ancillary medical service providers in a manner that is efficient and cost effective. SHS lowers healthcare costs by passing the savings gained from the advances in medicine and diagnostic technology through to consumers and businesses (SHS's website is located at www.shsmedical.net for English and www.susdoctores.com for Spanish). The company currently manages medical clinics, diagnostic centers and clinical laboratories located in San Jose San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden , Concord Concord, cities, United States Concord (kŏng`kərd, kŏn`kôrd'). 1 city (1990 pop. 111,348), Contra Costa co., W central Calif.; settled c.1852, inc. 1906. and Salinas, California Salinas is the county seat and largest municipality of Monterey County in the U.S. state of California. The most current estimate from the California Department of Finance, places the 2006 population at 148,350,[1] . Commenting on this transaction, Neil Reithinger, President of EpiPharma, stated, "As we had previously announced, our intent with EpiPharma was to find the right fit with a partner such as SHS that is established and profitable in the healthcare arena. Now that we have completed this transaction, we look forward to EpiPharma's transition to the new management of SHS, as we remain committed to assisting them in building their business. Working uninsured Americans deserve a healthcare system that delivers high quality healthcare that is affordable; this is what SHS has been providing to communities throughout California. Their multiple revenue streams and sustained growth are a testament to the overall strength of their business model." Dr. Gomez, Founder and President of SHS, added, "Controlling our costs, exceptional customer service and being culturally relevant have made SHS a profitable enterprise providing affordable, low-cost quality healthcare services to tens of thousands of uninsured individuals and their families for over ten years. SHS gives physicians and consumers the right healthcare products and services they need at the right time and at the right price. We have always believed that our ability to grow SHS and be able to serve more of the millions of uninsured would be enhanced by merging with a company like EpiPharma. Now that the acquisition has been completed, that first order of business will be to expand medical clinic operations into selected markets in California." Furthermore, in connection with the Agreement, Neil Reithinger has agreed to resign all of his positions as an officer of EpiPharma, including, without limitation, his position as President and Karl Rullich has agreed to resign all of his positions as an officer and director of EpiPharma, including, without limitation, his positions as Vice President, Secretary and Treasurer. Concurrently with Mr. Reithinger's and Mr. Rullich's resignations of their positions within EpiPharma, the board of directors of EpiPharma has appointed Albert Gomez, M.D. as Chairman of the Board, President, Chief Executive Officer and Treasurer and Andy Mercer mer·cer n. Chiefly British A dealer in textiles, especially silks. [Middle English, from Old French mercier, trader, from merz, merchandise, from Latin merx as Secretary. Mr. Reithinger will remain a Director of EpiPharma. EpiPharma was formed on September 13th, 2001 as a subsidiary of Baywood International, Inc. ("Baywood") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BYWD) and began trading on the Pink Sheets on December 14, 2004. As part of the Agreement, Baywood retains a minority ownership of EpiPharma and agreed to exchange 95,000,000 shares of EpiPharma's common stock held by Baywood in exchange for 500,000 shares of EpiPharma's Series A Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , par value $0.001 per share. About EpiPharma EpiPharma, Inc. (Pink Sheets:EPHM) historically has focused on the development, production and acquisition of complex nutraceuticals and other novel technologies and services for therapeutic applications in the healthcare field. Contact EpiPharma, Inc. at 1-800-519-2037 for more information. About Baywood Baywood International, Inc. (OTCBB:BYWD) is a nutraceutical nu·tra·ceu·ti·cal n. A food or naturally occurring food supplement thought to have a beneficial effect on human health. nutraceutical company specializing in the development, marketing and distribution of its own proprietary brands under the names Baywood PURECHOICE(R), Baywood SOLUTIONS(R) and Complete La Femme La Femme is a women-only beach in Marina, Egypt which caters to Muslims who want to swim in comfort away from prying and prurient view of "men and cameras". External links
[1] (R). The Company's products are distributed through independent and chain health food stores, pharmacies, grocery stores, and other direct-to-consumer channels both internationally and domestically. Contact Baywood International, Inc. at 1-888-350-0799 or, for more information, visit www.bywd.com. This press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , made in reliance upon Section 21D of the Exchange Act of 1934, which involve known and unknown risks, uncertainties or other factors that could cause actual results to differ materially from the results, performance, or expectations implied by these forward-looking statements. The Issuer's expectations among other things are dependent upon general economic conditions, continued demand for its products, the availability of raw materials, retention of its key management and operating personnel, as well as other uncontrollable or unknown factors which are more fully disclosed in Baywood's Form 10-KSB's and 10-QSB's on file with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission. |
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