|MONTREAL, QUEBEC -- MediSolution Ltd. (TSX:MSH) announced today that it has entered into an agreement to sell its Health Information Services division including its revenue cycle management product (formerly known as MediAR) to a wholly-owned subsidiary of Healthvision Solutions Inc. (formerly Quovadx Inc), a leading provider of healthcare specific software and services, for $49,500,000 in cash, subject to adjustments which relate to working capital, including annual support billings. The transaction excludes Medisolution's core resource management suite of products and the blood bank product line, which will remain with the company. Ten percent of the base purchase price, or $4,950,000, is payable on a deferred basis no later than one year from the closing date.
The board of directors of MediSolution, after consultation with its financial advisors, and upon receipt of the unanimous recommendation of an independent committee of the board of directors, has determined that the transaction is in the best interests of MediSolution and its shareholders, and unanimously recommends that shareholders vote in favour of the resolution approving the sale at a special meeting of shareholders to be held on or about August 26th, 2008. MediSolution's financial advisor, Genuity Capital Markets, has provided a fairness opinion to the board of directors that the consideration to be paid to MediSolution in the transaction is fair, from a financial point of view, to MediSolution.
As part of the transaction, a subsidiary of Brookfield Asset Management Inc., the holder of approximately 60% of the outstanding common shares of MediSolution, has entered into an agreement to vote its common shares in favour of the transaction.
"Following an unsolicited approach by a potential buyer, we have thoroughly analyzed the financial and strategic options for the company and believe that the value inherent in this transaction is in the best interests of all of our shareholders", said Paul Lepage, President and Chief Executive Officer of MediSolution "MediSolution will continue to provide our entire base of healthcare and service organizations with a comprehensive suite of world-class enterprise resource planning products in addition to maintaining and growing our blood bank business."
Headquartered in Dallas, Texas, Healthvision is known for delivering innovative, cost-effective solutions that satisfy the unique needs of the healthcare community. The company's current product set, powered by Cloverleaf® integration suite, ensures the right people in healthcare organizations have the right information to make the right decisions at the right time. MediSolution and Healthvision have discussed working closely together to cross-sell relevant services, such as system integration, blood bank, financial management, human capital management and business intelligence solutions to each other's customer bases. Following completion of the transaction, Healthvision's Canadian operations will be headquartered in Montreal with office locations in Quebec City and Toronto.
The transaction must be approved by a minimum of 66 2/3% of the votes cast by the holders of MediSolution's common shares, and closing is subject to customary conditions, including obtaining certain third party consents and the condition that a material adverse change has not occurred. Subject to the satisfaction of all of the conditions to closing, the transaction is anticipated to close on or about August 27th, 2008.
Following completion of the transaction, the board of directors will consider the alternatives available to MediSolution for the cash proceeds, including capital required to support its core Resource Management division and to maintain a strong balance sheet.
Further information regarding the proposed transaction will be contained in an information circular which MediSolution will mail to its shareholders in connection with its upcoming special meeting of shareholders to approve the transaction.