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Med-Emerg International Inc. announces closing of equity financing
11:41 EDT Tuesday, June 15, 2004
TORONTO, June 15 /CNW/ - Dr Ramesh Zacharias, CEO of Med-Emerg International Inc. (OTC BB: MDER-MDERW) announced today that the Company has finalized a US $4,500,000 equity transaction by a group of Canadian and overseas investors (the "Investors"). The investment resulted from the previously announced letter of intent signed by Med-Emerg and Global Healthcare Workforce Limited ("GHW") of London, UK. International investors included Koby Ofek, Dr. Michael Sinclair and Sidney Braun. Canadian investors include Barry Reichmann and Manfred Walt.
The Investors received 43,708,272 common shares of Med-Emerg, of which 39,360,272 were purchased from the Company for US$4,500,000 and 4,348,000 were purchased from the Preference Shareholder for US$500,000. As a condition of the equity investment, Preference Shares, 50% of which are indirectly held by Dr. Zacharias, were converted into 9,348,000 common shares and preference share dividends, in the amount of US$ 597,750, were forgiven. The Preference Shares were redeemable in 2006, for common shares then valued at US$4,500,000.
In addition to issuing the common shares, Med-Emerg also issued to the Investors and the former Preference Shareholder, anti-dilution warrants (the "New Warrants") to purchase common shares of Med-Emerg at prices of either US$0.50 per common share or US $1.00 per common share. The exercise of the New Warrants is directly tied to the exercise of existing options and warrants at US $0.50 per common share and US $1.00 per common share that are currently outstanding. The exercise of the New Warrants is intended to allow the Investors' and former Preference Shareholder to maintain their pro rata share of their equity position.
Co-incident with the financing, Med-Emerg appointed Koby Ofek, Dr. Michael Sinclair, Sidney Braun and Manfred Walt to the Board of Directors. Dr. Sinclair was also appointed Chairman of the Company and Mr. Braun was appointed President and COO.
Dr. Sinclair and Messrs. Ofek and Braun have extensive staffing experience. Dr. Sinclair has been involved in several healthcare staffing companies in North America and the UK. Dr. Sinclair was Chairman and the largest individual shareholder of Lifetime Corporation, a NYSE listed company. Currently, he is the co-founder and Chairman of Atlantic Medical Management, which manages the New York based healthcare venture fund Atlantic Medical Capital.
Mr. Ofek is a 20-year veteran of the recruitment and staffing industry and an owner and manager of such businesses since 1986. Mr. Ofek is the Chairman of Oz Atid International Ltd. Through the years he has recruited many thousands of workers, mainly from Eastern Europe.
Mr. Walt is a business executive who joined entities affiliated with Paul Reichmann and his family in 1998. Mr. Walt has held various senior financial positions over the past few years with these private and public Reichmann affiliates operating in the retirement and nursing home industries in Canada. Mr. Walt was previously associated for 18 years in various capacities with Brascan Corporation, an entity previously affiliated with Peter and Edward Bronfman and the Edper Group. Brascan Corporation, at the time was one of Canada's largest diversified conglomerates, holding interests in the natural resources, energy, merchant banking and real estate development sectors.
Also co-incident with the financing, William E. Thomson resigned as Chairman of the Board of Directors. Dr. Frank Baillie resigned from the Board on May 28, 2004.
Dr. Zacharias, CEO of Med-Emerg International said, "I would like to thank Mr. Thomson and Dr. Baillie for their years of service with the Company. Both gentlemen have provided sound advice and guidance to the Company over the last number of years." He went on to say "This transaction will strengthen the Company's financial position and establish us the pre-eminent healthcare staffing company in Canada. Over the last number of weeks we have come to know and respect our new colleagues and we have seen first hand the depth and strength of their skills and relationships. We look forward to growing MEII for our mutual benefit."
Dr. Michael Sinclair said, "We look forward to working with Dr. Zacharias, and his team and to building a long-term relationship to facilitate growth and expansion in the Canadian healthcare marketplace."
MEII specializes in the coordination and delivery of emergency and primary health care related services in Canada. These services include physician and nurse staffing and recruitment, clinical management services, the development and management of urgent care centres, a national drug infusion service, and a comprehensive physician practice management program.
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Certain oral and written statements of the management of the Company included in this press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements include statements about the Company's marketing strategy, future sales growth, profitability, competitive position, and release of new products. The words "plan", "expect", "believe", "intend", "anticipate", "forecast", "target", "estimate" and similar expressions identify forward-looking statements. Forward-looking statements are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. The Company does not undertake to review or update these forward-looking statements.
© Canada Newswire Ltd.
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