Greenstone Capital Corp. Enters into Binding Merger Agreement with Comprehensive Healthcare Systems Inc.
Calgary, Alberta--(Newsfile Corp. - December 9, 2020) - Greenstone Capital Corp. (TSXV: GSGS.P) (the "Company" or "Greenstone"), a capital pool company ("CPC") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a binding merger agreement and plan of reorganization dated December 7, 2020 (the "Merger Agreement") with Comprehensive Healthcare Systems Inc. ("CHS") and Greenstone Capital USA Inc., a wholly-owned subsidiary of the Company, in respect of a statutory merger under the Delaware General Corporation Law (the "Proposed Transaction"). The Proposed Transaction is intended to constitute the Company's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the Exchange) and would result in a reverse takeover of the Company by CHS.
As the Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" (as such term is defined in Policy 2.4 of the Exchange) the approval of the shareholders of the Company is not required for the Proposed Transaction; however, certain ancillary matters described below will require the approval of shareholders of the Company, including the amendment to the Company's articles to amend the rights and restrictions applicable to the Greenstone Shares (as defined herein) and to create a new class of restricted voting securities required to be created in connection with Proposed Transaction (the "Share Amendment"). A notice of meeting and information circular pertaining to such matters will be provided to holders of Greenstone Shares (the "Greenstone Shareholders") in due course. It is currently anticipated that the meeting of Greenstone Shareholders will be held in the first quarter of 2021.
Upon completion of the Proposed Transaction, it is the intention of the parties that the Company (the Company after the Proposed Transaction being referred to herein as the "Resulting Issuer") will continue to carry on the business of CHS, being that of a healthcare services company, and will be listed as a Tier 2 issuer on the Exchange.
Private Placement Offerings
In connection with the Proposed Transaction, CHS anticipates completing a brokered private placement offering (the "Brokered Concurrent Offering") for aggregate gross proceeds of not less than CDN$2,000,000 (the "Minimum Brokered Concurrent Offering"). It is anticipated that the Brokered Concurrent Offering will be undertaken as a "commercially reasonable best efforts" private placement of not less than 6,666,667 subscription receipts of CHS (the "Subscription Receipts") at a price of CDN$0.30 per Subscription Receipt (the "Offering Price"). Each Subscription Receipt would pursuant to its terms (without any action required from the holder thereof) be deemed exercised for units of CHS (the "CHS Subscription Receipt Units") on a one-for-one basis immediately prior to the completion of the Proposed Transaction (the "Subscription Receipt Conversion"). Each CHS Subscription Receipt Unit shall be comprised of one share in the common stock of CHS (a "CHS Share") and one-half of one CHS Share purchase warrant (each whole warrant, a "CHS SR Warrant"). Each CHS SR Warrant will entitle the holder thereof to purchase one CHS Share at a price of CDN$0.40. Subscription funds received in connection with the Brokered Concurrent Offering would be held in escrow pending closing of the Proposed Transaction and subject to the satisfaction of certain escrow release conditions, which shall include Exchange approval of the Proposed Transaction. If the Proposed Transaction does not close, such subscription funds would be returned to subscribers with pro rata interest in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.
In addition, CHS anticipates completing a non-brokered private placement offering (the "Convertible Debenture Offering" and together with the Brokered Concurrent Offering, the "Offerings") of convertible debentures (the "Convertible Debentures") for aggregate gross proceeds of up to CDN$2,000,000 (together with the Minimum Brokered Concurrent Offering, the "Minimum Offerings"). The Convertible Debentures will be issued on such terms and conditions as may be agreed to by the parties, but shall be convertible into units of CHS (each, a "CHS Convertible Debenture Unit") comprised of one CHS Share and one-half of one CHS Share purchase warrant (each whole CHS Share purchase warrant, a "CHS CD Warrant") at a conversion price equal to the Offering Price less a discount of 20%. Each CHS CD Warrant will entitle the holder thereof to purchase one CHS Share at a price of CDN$0.40 for a period of 24 months from the date of issue. The Convertible Debentures shall provide for the forced conversion of the Convertible Debentures into CHS Convertible Debenture Units immediately prior to the completion of the Proposed Transaction (the "Convertible Debenture Conversion").
It is intended that the net proceeds of the Convertible Debenture Offering will be used for general and working capital requirements of CHS and the net proceeds of the Brokered Concurrent Offering will be used for general and working capital requirements of the Resulting Issuer.
Summary of the Qualifying Transaction
On or immediately prior to the completion of the Proposed Transaction, and subject to the applicable approvals: (i) the Company will change its name to "Comprehensive Healthcare Systems Inc." or such other name as acceptable to CHS (the "Name Change") and (ii) the Company will consolidate its common shares (each, a "Greenstone Share") on the basis of one (1) post consolidation Greenstone Share for every 2.3548 pre-consolidation Greenstone Shares (the "Consolidation").
On or immediately prior to the completion of the Proposed Transaction and subject to the applicable approvals: (i) CHS will split its common stock (each, a "CHS Share") on the basis of 3,267.4107 post-split CHS Shares for every one (1) pre-split CHS Share (the "Split"), (ii) the Convertible Debenture Conversion shall have occurred, (iii) the Subscription Receipt Conversion shall have occurred, and (iv) the preferred stock of CHS shall have been converted into CHS Shares in accordance with the articles of CHS.
The Merger Agreement contemplates Greenstone and CHS undertaking a statutory merger under the Delaware General Corporation Law and all of the issued and outstanding post-Split securities of CHS will be exchanged for post-Consolidation securities of the Resulting Issuer on a one-to-one basis. Following completion of the Proposed Transaction, the current securityholders of CHS would own a majority of the issued and outstanding post-Consolidation common shares in the capital of the Resulting Issuer (the "Resulting Issuer Shares") and CHS will become a wholly-owned subsidiary of the Resulting Issuer.
Upon completion of the Proposed Transaction (assuming completion of the Minimum Offerings), existing holders of Greenstone Shares are anticipated to hold, in the aggregate, 3,100,000 Resulting Issuer Shares representing approximately 3.87% of the outstanding Resulting Issuer Shares (3.28% on a fully diluted basis). Former security holders of CHS (excluding holders of Convertible Debentures are expected to hold, in the aggregate, 62,000,000 Resulting Issuer Shares, representing approximately 77.40% of the outstanding Resulting Issuer Shares (65.58% on a fully diluted basis) at a deemed price per share of CDN$0.30 (an aggregate deemed value of CHS of CDN$18.6 million). Investors under the Brokered Concurrent Offering will hold, in the aggregate, 6,666,667 Resulting Issuer Shares, representing approximately 8.32% of the outstanding Resulting Issuer Shares (7.05% on a fully diluted basis). Investors under the Convertible Debenture Offering will hold, in the aggregate, 8,333,333 Resulting Issuer Shares, representing approximately 10.40% of the outstanding Resulting Issuer Shares (8.81% on a fully diluted basis).
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) the completion of the Brokered Concurrent Offering; (ii) the completion of the Consolidation, the Split, the Share Amendment and the Name Change; (iii) the approval by the directors and shareholders (if required) of Greenstone and CHS; and (iv) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange. Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, Greenstone and CHS anticipate the Proposed Transaction will be completed on or before February 26, 2021 but in any case no later than March 31, 2021. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
Other than adjustments required to reflect the Proposed Transaction exchange ratios, none of the terms of any outstanding securities of Greenstone would be amended and the Resulting Issuer will honour all of Greenstone's existing obligations to issue securities, including, without limitation, the agent's option issued in connection with Greenstone's initial public offering and all outstanding stock options.
Each of Greenstone and CHS will bear their own costs in respect of the Proposed Transaction.
Sponsorship of the Qualifying Transaction
Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Given the size and nature of the Proposed Transaction, including the amount of the Offerings, Greenstone intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Greenstone would be required to engage a sponsor.
At the Company's request, trading in Greenstone's Shares was halted by the Exchange on October 27, 2020. Trading is expected to remain halted until, at the earliest, the completion of the Proposed Transaction.
Upon completion of the Proposed Transaction, it is anticipated that all of the existing directors and officers of Greenstone, other than Mo Fazil, will resign and the management and Board of Directors of the Resulting Issuer will include the persons identified below:
Dr. Hassan Mohaideen - Chairman, President, Chief Executive Officer and Director
Dr. Mohaideen formed Health Plan Systems (under the name Palm Lake Enterprises, Inc.) in 1988 and the first version of medical management software was released in 1990. Dr. Mohaideen has always been at the cutting-edge of managed health care and the evolving use of technology in health insurance. He formed one of the first Independent Practice Associations (IPAs) in the New York Metropolitan area and served as a member of the Board of Directors of Aetna Health Plans of New York for 11 years. Dr. Mohaideen currently serves as a consultant to several physician groups that contract with insurance companies. He previously served as a Senior Vice-President for Managed Care, of Brooklyn Hospital Center. He has held the position of Medical Director at several self-insured funds and provides consulting for funds on plan design and management. Dr. Mohaideen practiced Vascular Surgery for 28 years in Brooklyn, New York and is a member of the faculty of the State University of New York - Downstate Medical Center. He is a Fellow of the American College of Surgeons and a Fellow of the Royal College of Surgeons of Canada. Dr. Mohaideen holds an MD degree from Stanley Medical College, India and an MBA from Wagner College, New York, and is a Certified Physician Executive (CPE).
Vikas Ranjan - Director
Mr. Ranjan is a management professional with an MBA in Finance from McGill University, Montreal, Canada. His background includes over 25 years' experience in diverse areas of ﬁnance, capital markets, entrepreneurship and investing. He is a co-founder of Gravitas Group of companies and his experience encompasses working in both Canada and India. Mr. Ranjan has been involved in launching several public and private enterprises in the areas of capital markets and growth investing. He currently serves on the boards of several public and private companies.
Mariam Cather - Chief Strategy Officer, Corporate Secretary and Director
Mariam Cather has worked in healthcare technology for the past 15 years. Her experience includes working for a hospital systems vendor and a management consulting firm. In her previous position she reported to the CIO and CMIO of the largest municipal healthcare system in the country (New York City Health and Hospitals Corporation), coordinating large scale clinical information systems acquisitions and projects for HHC's 7 networks. Ms. Cather is proficient in HIPAA (both on the transaction and privacy side), and evaluating healthcare process flow in administrative, financial, and clinical areas with respect to the implementation of technology. She is an adjunct lecturer in clinical informatics at the New York University College of Nursing. She holds a B.A. from Cornell University and Masters in Health Policy & Management from the Harvard School of Public Health, as well as a Certificate in Health Information Technology from Columbia University. She is a certified HL7 CDA (Clinical Document Architecture) Specialist.
Amit Dutta - Director
Amit Dutta has spent the last 10 years as an entrepreneur with ventures in lifestyle services, consulting and specialty tea. He made the transition to venture capital in mid 2018 by joining Hunch Ventures who had earlier invested in his startups, Quintessentially Lifestyle Services India & Teamonk Global. He has over 21 years of experience with reputed corporates in Category Management, Marketing and Sales with P&L experience across a breadth of Product and Service categories leading large cross functional teams. He has played a key role in nurturing and building powerful Brands in India like American Express, GM-Chevrolet, Reliance Wireless & Quintessentially Lifestyle Services India.
Mohammad Fazil - Director
Mr. Fazil has been active in venture capital for 20 years. Mr. Fazil was the President and a Director of Bow Energy Ltd. ("Bow"), an international oil and gas company listed on the TSX Venture Exchange until March 2018, President, Chief Executive Officer and a Director of Harbour Star Capital Inc. ("Harbour Star"), a capital pool company listed on the Exchange until December 2018 and President and Director of Fulucai Productions Ltd. ("Fulucai"), an oil and gas company listed on the OTCBB until March 2018. Prior to Bow, Fulucai and Harbour Star he was employed by boutique investment dealers in Canada as a corporate finance professional focusing on raising funding junior listed issuers on the TSX and TSX Venture Exchange
Alex McAulay - Chief Financial Officer
Alex McAulay CPA, CA is an entrepreneur and experienced public company CFO and director. Mr. McAulay's firm, ACM Management Inc., provides fractional CFO and regulatory guidance to assist public companies. Alex has served as the CFO of several listed companies and has assisted dozens of issuers in navigating the public markets.
New Incentive Stock Option Plan
Following completion of the Proposed Transaction, the Resulting Issuer is expected to implement a new incentive stock option plan, the terms and conditions of which will be implemented and determined by the board of directors of the Resulting Issuer.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the state of Delaware on April 1, 2015. CHS 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 NPS Novus Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefit administration (including insurance companies, hospitals, doctors and labor unions, through various corporation in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.
CHS upcoming "Telehealth" user-facing app available on the web, iOS and Android will be fully integrated with the HPS NOVUS Platform. Any user, including the 600,000+ members currently using Novus can interact with doctors, clinics, and hospitals in the CHS network. The app will allow its users to connect to most major electronic medical records databases, payment gateways and billing systems. All the records on the app will be encrypted giving full control to its users.
Selected Financial Information
The following table sets out selected financial information of CHS for the periods, and as of the dates, indicated. The selected financial information has been derived from the combined audited financial statements for the years ended December 31, 2019 and December 31, 2018.
|As at December 31, 2019 ($USD)||As at December 31, 2018 ($USD)|
|Total Shareholder's Deficiency||(2,020,538)||(1,741,709)|
|Year Ended December 31, 2019 ($USD)||Year Ended December 31, 2018 ($USD)|
About Greenstone Capital Corp.
Greenstone is a CPC that completed its initial public offering and obtained a listing on the Exchange in August 2019 (trading symbol: "GSGS.P"). Prior to entering into the Definitive Agreement, Greenstone did not carry on any active business activity other than reviewing potential transactions that would qualify as Greenstone's Qualifying Transaction.
All information in this Press Release relating to CHS is the sole responsibility of CHS. Management of Greenstone has not independently reviewed this disclosure nor has Greenstone's management hired any third party consultants or contractors to verify such information.
As noted above, completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of certain matters by the shareholders of CHS and Greenstone and completion of the Offerings. Where applicable, the Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Greenstone on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
President, Chief Executive Officer, Chief Financial Officer and Director
Phone: (403) 613-7310
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Greenstone's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Greenstone, CHS, and the Resulting Issuer, the Offerings and the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction). Such statements and information reflect the current view of Greenstone. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
there is no assurance that the Offerings will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Offerings. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
there is no assurance that Greenstone and CHS will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction);
following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
There are a number of important factors that could cause Greenstone's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Greenstone; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, general market and industry conditions and the impact of the COVID-19 pandemic.
Greenstone cautions that the foregoing list of material factors is not exhaustive. When relying on Greenstone's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Greenstone has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF GREENSTONE AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE GREENSTONE MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company 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.
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 press release.
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