YFMC proposes merger with Med-Emerg Int'l
YFMC Healthcare Inc YFM
Shares issued 10,078,000 Jun 18 close $0.345
Mon 21 Jun 99 News Release
Dr. Donald Wilson reports
YFMC has signed a letter of intent with Med-Emerg International Inc. of
Toronto, Ont., to merge the YFMC operations under the MEII banner.
MEII, a publicly listed company on Nasdaq (Nasdaq: MDER-MDERW), specializes
in the co-ordination and delivery of emergency and primary healthcare
related services in Canada. These services include physician and nurse
staffing and recruitment, clinical management services, the development and
management of urgent care centres and a comprehensive physician practice
management program.
The combined yearly billings of both companies will exceed $28-million. The
transaction is expected to generate strong positive cashflow from
operations, which will be available for reinvestment in further medical
clinic acquisitions.
Donald Wilson, president and founder of YFMC stated: "The merger will fuel
the coast to coast vision held by our family of medical professionals
including family physicians, podiatrists, dieticians, psychotherapists and
our shareholders. This merger of resources will enable the company to
expedite our acquisition program and benefit from MEII's strong financial
position."
Ramesh Zacharias, CEO and founder of MEII stated: "Our physicians and
patients will benefit from our national market penetration. Our allied
healthcare professionals will provide care for over one million Canadian
citizens during the next 12 months."
Carl Pahapill, president of MEII stated, "It is MEII's intention to launch
our healthcare e-commerce business by linking our participants, medical
service providers, medical product supplier partners and member health care
consumers by the end of this fiscal year using our internet based health
portal, HealthyConnect.com."
Both Martin Scullion, CEO of YFMC, who will assume the role of general
manager, clinic operations, for the merged companies and Dr. Wilson, who
together hold approximately 65 per cent of the outstanding stock of YFMC
strongly support this merger and will recommend that the minority
shareholders accept the MEII offer which will be contained in a takeover
bid circular.
Dr. Wilson and Mr. Scullion will sell one million shares of YFMC to MEII
for $250,000 (Canadian), representing a 30 per cent discount to market
value, to facilitate the transaction because of their strong belief in the
growth potential of the merged company where they will be major
shareholders. The balance of YFMC shareholders as of July 10, 1999, will be
offered, for each eight common shares of YFMC, one MEII common share, one
warrant to purchase 0.5 of an MEII common share for $3.00 (U.S.) per share
for five year, and one warrant to purchase 0.25 of an MEII common share for
$4.50 (U.S.) per share for five years. This will result in MEII issuing
approximately 1.2 million shares and warrants to purchase 900,000 shares.
The acquisition, which is subject to the completion of due diligence,
regulatory approval, and a definitive agreement, is scheduled to close in
mid-August, 1999. |
