TORONTO, May 28, 2014 (GLOBE NEWSWIRE) -- Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") – (TSX-V: GES ) (MUN:1GE) is pleased to announce that it has entered into a letter of intent dated May 26, 2014 to acquire all of the issued and outstanding common shares (the "Target Shares") of 2275518 Ontario Inc. operating as Abira Healthcare ("Abira"). The purchase price of the Target Shares will be determined by using a multiple of five times Abira's net cash flow as determined by the TSX Venture Exchange (the "Exchange") for the twelve months ended May 31, 2014. The purchase price shall be entirely paid through the issuance of Gemoscan shares.
Abira is an integrated paramedical healthcare company that owns physiotherapy and paramedical clinics in the greater Toronto area and independent pharmacy operations in northern and southwestern Ontario. In addition, Abira has contracts to provide physiotherapy and occupational therapy services to a number of elder-care homes through the Ontario Ministry of Health and Long Term Care. Abira is incorporated under the laws of Ontario and carries on business in Ontario. The acquisition of Abira will allow Gemoscan to continue to expand distribution channels for its proprietary medically supervised diet and wellness programs, provide it with additional cash flow, and further its profile within the approximately $8 billion emerging paramedical healthcare market in Canada.
Abira is domiciled in Ontario Canada and headquartered in Toronto. It has one shareholder, Grace Diena, a resident of Toronto, Ontario. The following table sets out a selection of relevant unaudited financial results for Abira, available as of the date hereof:
| Year Ended | December 31, 2012* |
| Revenue | $13.47M |
| Net Income Before Extraordinary Items | $1.19M |
| Total Assets | $3.87M |
| Total Liabilities | $7.73M |
* Figures are annualized based on 8 months of operations for a portion of Abira's elder-care operations and 12 months of operations for the pharmacy operations that are expected to be acquired.
Based upon historical performance, Gemoscan anticipates that this acquisition will result in the Corporation issuing significantly in excess of 100% of its current outstanding capital, therefore meeting the Exchange's definition of a change of control.
This transaction is subject to a number of customary conditions including the completion of satisfactory due diligence, review and approval of Abira's audited financial statements for the period being valued, Exchange acceptance, and disinterested shareholder approval without which the transaction cannot close; as such, there can be no assurance that the transaction will be completed as proposed, or at all. As directed by the Exchange, Gemoscan will also obtain a licensed broker-dealer sponsor for this transaction.
While no insider of Gemoscan currently has any interest in Abira or its assets and the transaction is being undertaken entirely at arm's-length; post-closing, Gemoscan's Chief Executive Officer may own approximately 18% of the Company, pursuant to a transfer of part of the consideration to be received by the shareholder of Abira.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with this transaction, any information released or received with respect to the reverse take-over many not be accurate or complete and should not be relied upon. Trading in the securities of Gemoscan should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About Gemoscan Canada, Inc.
Gemoscan is an industry leader in food intolerance management and maintains a first-to-market position with Canada wide distribution through select retail partners. Founded in 2003, using its proprietary patented technology, Gemoscan develops, owns and markets comprehensive naturopathic dietary management solutions for consumers, including the HEMOCODE™ System and the MenuWise™ Plan, personalized medically supervised programs that promote dietary well-being. Gemoscan is the first and only provider to commercialize a food sensitivity management solution directly to consumers in partnership with retailers, and today offers the most comprehensive services available.
Gemoscan also owns and operates Physiomed Kennedy Inc., and operates Physiomed Yorkdale Inc., both being multidisciplinary paramedical clinics, located in Toronto, Ontario.
Gemoscan Canada, Inc. trades its shares on the Toronto Venture Exchange under the symbol GES and is quoted on the Munich, Frankfurt and Stuttgart Stock Exchanges under the symbol 1GE.
Forward-Looking Information
This news release contains certain "forward-looking information". All statements, other than statements of historical fact that address activities, events or developments that Gemoscan believes, expects or anticipates will or may occur in the future. These forward-looking statements reflect the current expectations or beliefs of Gemoscan based on information currently available to Gemoscan. Forward-looking statements are subject to a number of significant risks and uncertainties and other factors that may cause the actual results of Gemoscan to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Gemoscan. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Gemoscan disclaims any intent or obligation to update any forward- looking statement, whether as a result of new information, future events or results or otherwise. Although Gemoscan believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information please contact: Company: Brian Kalish Chief Executive Officer Gemoscan Canada, Inc. Tel: 416.650.1200 www.gemoscan.com
