Nightingale to Acquire VantageMed.Accretive Acquisition to Expand Nightingale's Customer Base by 18,000 Healthcare Providers at 6,000 Customer Sites and Will Significantly Extend Its Footprint in the U.S. Market Conference Call Scheduled for 10:00 A.M. EST EST electroshock therapy. EST abbr. electroshock therapy MARKHAM, Ontario -- Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE: NGH NGH National Group on Homeworking NGH Not Gonna Happen NGH National Guild of Hypnotists, Inc. NGH Normalized Greedy Heuristic NGH Never Gonna Happen ), today announced that it has entered into a definitive agreement to acquire all the outstanding shares of VantageMed Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : VMDC), a supplier of practice management software and services to more than 18,000 healthcare providers in the U.S. The Board of Directors of VantageMed has unanimously approved the transaction and unanimously agreed to recommend that its shareholders vote in favour of the acquisition. All figures are in U.S. dollars unless otherwise noted. "We believe that this is a transformational and accretive acquisition that will provide strong growth potential, nearly double our revenue, increase our annual recurring revenue(1) to approximately CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $18 million and materially expand our customer base and U.S. market presence," said Sam Chebib, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Nightingale. "We look forward to closing the transaction and continuing to build on our proven track record of successfully integrating acquisitions to further strengthen our position in the electronic medical record market ("EMR (ElectroMagnetic Radiation) The emanation of energy from everything in the universe. Although the EMR from electrical and electronic devices is typically measured for practical, every-day situations, every object, including humans, emanates energy. ")." Mr. Chebib continued, "The transaction will directly support our core objectives to increase the number of physicians and healthcare professionals on our technology platform and expand our presence in the U.S. EMR market. VantageMed, as a proven market leader with a large customer base using its billing and practice management products, provides a strategic and captive audience to cross-sell our suite of EMR solutions." Under the terms of the definitive agreement, VantageMed shareholders will receive at closing cash consideration of $0.75 per share, valuing the transaction at approximately $13 million. Certain shareholders of VantageMed, including the directors and officers of the company, representing in aggregate approximately 39% of VantageMed's outstanding common stock have entered into voting agreements with Nightingale and agreed to vote their shares in favour of the acquisition. Based in Rancho Cordova, California Rancho Cordova is a city in Sacramento County, California, USA, that incorporated in 2003. The State of California estimates its population at 59,056 as of January 1, 2007 [1] History , with operations in Boston, Pittsburgh and Kansas City, VantageMed has approximately 6,000 customer sites in 50 states with more than 18,000 healthcare providers using its practice management software and services. In the trailing twelve-month period ended September 30, 2006, VantageMed generated revenue of $11.6 million, of which approximately 78% was recurring revenue(1), based on its public filings. VantageMed has recently completed a restructuring whereby it divested non-core assets and implemented cost cutting measures to drive the company toward profitability. According to VantageMed, these activities were a success and resulted in revenue growth and improved EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become (earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
In addition to this completed turnaround, Nightingale believes that approximately CDN$2.0 million in cost saving synergies will be realized by eliminating costs associated with VantageMed's public listing and capitalizing on potential operational efficiencies across the two organizations. A majority of these savings may be realized immediately with the remainder being realized within nine months of completing the acquisition. Based on VantageMed's fiscal 2007 budget and the expected realized cost savings, Nightingale believes the transaction will be accretive immediately following closing. "The market for our core products and services is reaching maturity, and we require a robust suite of EMR products to maintain our customer base and facilitate our future growth," said Steve Curd, CEO of VantageMed. "Joining Nightingale gives us access to a leading EMR product portfolio and further delivers the operational and financial platforms that can support our existing customer relationships as well as our pursuit of new enterprise-sized opportunities throughout the U.S. market." Upon completion of the acquisition, Nightingale's U.S. operations will be run by Steve Curd and his management team. Biographical information on VantageMed's management group is set out below. "We are very excited to welcome the management team at VantageMed into the Nightingale family," said Mr. Chebib. "They have extensive executive-level experience with healthcare IT industry leaders such as Healtheon/WebMD, where they played key roles in driving its growth from inception through to the IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. stage. More recently, they were responsible for the turnaround of VantageMed's operations. We believe that the combined organizations will have the customer base, technology and management team capable of capturing a growing share of the U.S. EMR market." The acquisition, which is expected to close prior to April 15, 2007, is conditional upon approval by a majority of VantageMed's shareholders and other customary conditions. VantageMed's Board of Directors has received a fairness opinion from Healthcare Growth Partners, Inc. stating that the consideration to be received pursuant to the acquisition is fair from a financial point of view to all shareholders of VantageMed. Concurrent with the announcement of the acquisition, Nightingale has arranged a committed subordinated credit facility of CDN$15.5 million led by Wellington Financial LP and including Export Development Canada Export Development Canada (EDC) is Canada's export credit agency and a Crown corporation that provides financing and risk management services to Canadian exporters and investors in up to 200 markets worldwide. , a Limited Partner in Wellington Financial Fund III. "We are very pleased to play a key role in financing this fantastic opportunity that will leverage and combine the unique capabilities of both Nightingale and VantageMed," said Mark Usher, Partner of Wellington Financial. VantageMed Management Bios Steve Curd - CEO Prior to joining VantageMed, Steve served as the Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Healtheon (now WebMD). While at Healtheon/WebMD, Steve leveraged his leadership to pull a diverse team together and managed the company's success through its Initial Public Offering and beyond. Before joining Healtheon, Steve was Chief Information Officer at UnitedHealth Group, and before that, Vice President at CIGNA CIGNA CG (Connecticut General Life Insurance Company) INA (Insurance Company of North America) . Steve has a Masters of Business Administration from The Wharton School at the University of Pennsylvania (body, education) University of Pennsylvania - The home of ENIAC and Machiavelli. http://upenn.edu/. Address: Philadelphia, PA, USA. , and Bachelor of Arts degrees in Physics and Mathematics from William Jewell College William Jewell College is a private, four-year liberal arts college of 1,274 undergraduate students located in Liberty, Missouri, U.S. It was founded in 1849 by members of the Missouri Baptist Convention and other civic leaders which included Robert James, a Baptist minister and in Liberty, Missouri. He holds appointments to the American Association for the Advancement of Science American Association for the Advancement of Science (AAAS), private organization devoted to furthering the work of scientists and improving the effectiveness of science in the promotion of human welfare. , has served on the Corporate Advisory Board of the University of California The University of California has a combined student body of more than 191,000 students, over 1,340,000 living alumni, and a combined systemwide and campus endowment of just over $7.3 billion (8th largest in the United States). Berkeley, and is a charter member of the CyberNephrology Board of the National Kidney Foundation Not to be confused with American Kidney Fund. The National Kidney Foundation, Inc. (NKF) is a major voluntary health organization in the United States. Its mission is to prevent kidney and urinary tract diseases, improve the health and well-being of individuals and . Richard Altinger - Executive Vice President of Marketing and Business Development Prior to joining VantageMed, Mr. Altinger provided interim management and consulting services to numerous healthcare information technology companies. Mr. Altinger was one of the early employees of Healtheon/WebMD where he ultimately served as Vice President of Business Development at WebMD Corporation. Mr. Altinger's WebMD experience included directing Healtheon/WebMD's account management, systems integration, EDI (Electronic Data Interchange) The electronic communication of business transactions, such as orders, confirmations and invoices, between organizations. Third parties provide EDI services that enable organizations with different equipment to connect. mapping and customer support departments. Mr. Altinger holds a Bachelor of Science Noun 1. Bachelor of Science - a bachelor's degree in science BS, SB bachelor's degree, baccalaureate - an academic degree conferred on someone who has successfully completed undergraduate studies degree in Mechanical Engineering and an M.S. in Engineering Management both from Stanford University. Mark Cameron - COO Prior to joining VantageMed, Mr. Cameron served as a Senior Vice President of Product Development with Beech Street Corporation, the nation's largest independently owned Preferred Provider Organization pre·ferred provider organization n. Abbr. PPO A medical insurance plan in which members receive more coverage if they choose health care providers approved by or affiliated with the plan. (PPO PPO abbr. preferred provider organization PPO Managed care Preferred provider organization, see there Infectious disease Pleuropneumonia-like organism, see there ) in the United States. Mr. Cameron also served as Vice President of Production Services for WebMD Corporation where he was instrumental in developing and growing WebMD's hosted physician services. Before joining WebMD, Mr. Cameron was a Vice President at CIGNA. Mr. Cameron brings to VantageMed a deep understanding of the entire physician revenue cycle management process. Mr. Cameron holds a Masters of Business Administration from the University of Dallas The University of Dallas is a Catholic institution. It seeks to educate its students to develop the intellectual and moral virtues, to prepare themselves for life and work, and to become leaders in the community. and a Bachelor of Science in Computer Science from the University of Tulsa. Liesel Loesch - CFO See Chief Financial Officer. Ms. Loesch has been with VantageMed since January 2003 and has managed the accounting, compliance and financial operations of the Company since that time. Prior to VantageMed, Ms. Loesch was the Controller for Silicon Image, Inc. She is a CPA (Computer Press Association, Landing, NJ) An earlier membership organization founded in 1983 that promoted excellence in computer journalism. Its annual awards honored outstanding examples in print, broadcast and electronic media. The CPA disbanded in 2000. , previously served as an Audit Manager for PricewaterhouseCoopers LLP LLP - Lower Layer Protocol and graduated with a Bachelor of Science in Business Administration from California State University Enrollment  , Hayward. Notice of Conference Call and Webcast Nightingale will host a conference call on Monday, February 19, 2007 at 10:00 a.m. Eastern Standard Time. To access the conference call by telephone, dial 416-644-3417 or 1-800-732-0232. Please connect approximately fifteen minutes prior to the beginning of the call to ensure participation. The conference call will be archived for replay until Monday, February 26, 2007. To access the archived conference call, dial 416-640-1917 or 877-289-8525 and enter reference number 21220554 followed by the number sign. A live audio webcast of the call will be available at www.newswire.ca. Please connect to the website at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be necessary. The webcast will be archived for 90 days. (1) Recurring revenue includes software support and maintenance and monthly transactional revenue About Nightingale Nightingale Informatix Corporation is one of North America's fastest growing healthcare application service providers (ASP) for outpatient clinics. Nightingale's Internet-based Electronic Health Record (EHR (Electronic Health Records) Computerized medical records that bring patient care into the digital age and save time, money and lives. The push to adopt comprehensive electronic documentation between doctors' offices and hospital settings intensified after the RAND ), Electronic Medical Record (EMR) and practice management solutions are designed to help physicians, clinics, hospitals and other healthcare organizations more efficiently manage their operations and patient records. Nightingale's products and services offer physicians in United States and Canada leading-edge functionality for clinical documentation, patient scheduling, resource scheduling, billing, transcription, end-to-end coding and claims processing, data management, work flow tools, laboratory interfaces, documentation management and patient portals, along with other real-time services. The company's proprietary offerings of software include myNightingale, Entity and Physician WorkStation, providing physicians with a fully integrated, simple-to-use system that automates daily tasks and creates a single, accessible source of patient data. About VantageMed VantageMed is a trusted provider of healthcare software products and services to more than 18,000 physicians, anesthesiologists and behavioral health providers nationwide. These providers use VantageMed's core products including ChartKeeper Computerized Medical Records software as well as RidgeMark, Northern Health Anesthesia and Helper family of Practice Management products which are all supported by SecureConnect electronic transaction services. VantageMed is dedicated to providing these cost effective, easy to use solutions that empower healthcare providers and their staff with the tools and data they need to improve productivity and reimbursements. For more information about VantageMed and our products, please call 877-879-8633, or visit our website at www.vantagemed.com. Forward Looking Statement This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. or state that certain actions, events or results "may","could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully integrate its acquisitions and any liabilities arising as a result of such acquisitions; the existence of present and possible future government regulation; the significant and increasing competition that exists in the medical software industry; the early stage of Nightingale's business; and therefore it is subject to the risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com The TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion