Navigation Links
Aptilon Announces Acquisition of Direct Medical Data, LLC and BLM Incorporated and Concurrent Private Placements
Date:9/18/2009

MONTREAL, Sept. 18 /PRNewswire-FirstCall/ - Aptilon Corporation ("Aptilon" or the "Corporation") (TSX-V: APZ), a leading provider of physician access through its innovative alternative sales and marketing channel, today announced that it has acquired from Direct Medical Data, LLC ("DMD"), of Illinois, and BLM Incorporated ("BLM"), of Illinois, substantially all DMD and BLM assets related to their healthcare marketing services (the "Purchased Assets").

"DMD's healthcare provider marketing services complement and expand our existing access to physicians," said Dr. Roger Korman, Chairman and CEO of Aptilon. "DMD's comprehensive healthcare provider database resources, especially its email database, are vital assets that will support the expansion of our online physician network. Aptilon has already distinguished itself as a company that successfully reaches and engages physicians in learning activities on behalf of pharmaceutical companies. Our existing customer relationships will open new sales channels for DMD services, which will be incorporated into our AxceIRx platform that continues to be adopted by pharmaceutical companies. In this way the acquisition combines the strengths of Aptilon and DMD to uniquely address the internet-based marketing needs of physicians and pharmaceutical providers."

DMD develops, markets and sells software applications that extract the value from healthcare provider databases which are licensed, sourced, or owned by DMD. DMD is a healthcare information company that provides comprehensive, accurate, and up-to-date medical and healthcare provider data. DMD has access to over 60 databases through licenses, strategic partnership or supplier relationships, representing the entire universe of medical/healthcare providers. DMD is a licensee of the American Medical Association (AMA) database. DMD assets include a permission-based email database that DMD has assembled of more than 500,000 unique healthcare practitioners. DMD's service offering is based on its enterprise-class, SQL relational database which enables DMD to create data-driven extracts that power client initiatives.

The purchase of the Purchased Assets has been made through DMD Marketing LP, a Delaware limited partnership (the "New LP"), and its wholly-owned subsidiary DMD Marketing Corp., a Delaware corporation ("Newco"), which are both indirect affiliates of Aptilon. The Purchased Assets include office equipment, accounts receivables, rights under various contracts, licenses and leases, intellectual property, books, records, files and other data and assets.

The total consideration for the Purchased Assets is estimated at US $31,677,072, subject to adjustment based on the net working capital as of the Closing Date, comprised of US $2,000,000 in cash, US $27,200,000 by way of non-convertible, non-interest bearing promissory note repayable on a monthly basis over a period of three years with a lump sum payment of approximately US $12,417,000 on the third anniversary of the Closing (or four years with a lump sum payment of approximately US $7,417,000 on the fourth anniversary of the Closing if New LP and Newco exercise an extension right), and approximately US $1,643,738 by the issuance of 15,000,000 common shares of Aptilon at approximately CDN $0.11163 per share. In addition, the purchasers assume various liabilities and obligations of the sellers including the assumption of a debt in the amount of approximately US $833,333 and the accounts payable of DMD.

The common shares of Aptilon issued pursuant to this acquisition are subject to a four-month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. The parties have agreed that certificates representing 7,500,000 of the 15,000,000 common shares of Aptilon will be put in escrow with an escrow agent for a period of one year. The escrow agreement provides for an early release of the shares in various circumstances including a take-over bid, an arrangement or a merger.

In their audited combined statement of Income for the year ended December 31, 2008, DMD and BLM reported $9.2 million in revenue and $549,000 in net income. The audited combined balance sheet of DMD and BLM as at December 31, 2008 reported current assets of $3.2 million, total assets of $5.9 million, current liabilities of $2.0 million and total liabilities of $2.8 million.

For the six-month period ended June 30, 2009, non-audited results of operations showed revenue of $4.3 million and net income of $305,000, $2.6 million in current assets, total assets of $5.3 million, current liabilities of $1.2 million and total liabilities of $2.0 million.

Subject to adjustments further to the transaction, pro-forma income statements indicates the EBITDA would be in excess of $4.0 million on an annual basis at the current level of revenue.

This transaction is entirely at arm's length. No finder's fee is payable. Blackmont Inc. has acted as an advisor for the transaction.

    Concurrent Private Placements
    -----------------------------

In connection with the purchase of the Purchased Assets, Aptilon has proceeded with a concurrent private placement of 4,545,455 common shares for an aggregate amount of CDN $500,000 to SIPAR Inc., an investor dealing at arm's length. SIPAR Inc. has also purchased a non convertible debenture in the amount of CDN $1,000,000, bearing interest at 16% per annum and repayable in biyearly (twice a year) installments over a period of three years.

The Corporation also issued to another investor dealing at arm's length a non convertible debenture in the amount of US $500,000 and bearing interest at 12.5% per annum repayable on the third anniversary of its issuance. As consideration for the subscription of the debenture by the investor the Corporation has issued to it 2,300,000 warrants entitling to holder to subscribe to common shares of the Corporation at the price of CDN $0.25 per share until the third anniversary of their issuance.

The proceeds of these private placements will be used to fund the cash portion of the purchase price of the Purchased Assets. The private placements and the issuance of bonus warrants are subject to final approval of the TSX Venture Exchange.

The securities issued under the private placements will be subject to a four month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange.

    About Aptilon Corporation
    -------------------------

Aptilon enables pharmaceutical, biotech and medical device companies to effectively reach and interact with physicians via the Internet through its innovative AxcelRx(SM) Live video detailing (with company reps), virtual programs, peer selling and other sales and marketing programs. Leading health care companies have adopted Aptilon's ReachNet(SM) Physician Access Channel, driving tens of thousands of high-quality rep-physician interactions averaging eight to ten minutes in length. Aptilon provides the infrastructure necessary for sales representatives to build physician awareness, understanding and preference during ail stages of a product's life cycle, from pre-launch education through end stage support. For more information, visit www.aptilon.com.

AxcelRx(SM) and ReachNet(SM) are service marks of Aptilon Corporation.

    Forward-Looking Statements
    --------------------------

This news release contains forward-looking information. These statements relate to future events or future performance and reflect managements current expectations and assumptions. Such forward-looking statements reflect managements current beliefs and are based on information currently available to management of Aptilon. A number of factors could cause actual events, performance or results to differ materially from the events performance and results discussed in the forward-looking statements. These forward-looking statements are made as of the date hereof and Aptilon does not assume any obligation to update or revise them to reflect new events or circumstances.

    Neither 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.

'/>"/>
SOURCE APTILON CORPORATION
Copyright©2009 PR Newswire.
All rights reserved

Related medicine news :

1. New Survey Indicates "Highest-Value" Physicians Most Likely to Participate in Aptilons Live Video Detailing Service
2. International Isotopes Inc. Announces Successful Completion of a Private Placement
3. HLTH Corporation Announces Agreement to Sell Porex Unit to Aurora Capital Group for $142 Million
4. avVaa World Health Care Products, Inc. Announces Updated Financials
5. China Medical Technologies Announces US$30 Million Share Repurchase Program
6. Exiqon Announces Achievement of Primary Milestones in RNAi Project for Tacere Therapeutics
7. 4 Stair Lifts Announces Grand Opening of Online Store
8. SXC Health Solutions announces pricing of upsized public offering of common shares
9. VIVUS Announces Pricing of Public Offering of Common Stock
10. Medical Malpractice Victim Helps Uphold Constitutional Rights of Patients in Washington State Supreme Court Decision, Perey Law Announces
11. Hill-Rom Announces CEO Succession Plan
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:10/13/2017)... ... October 13, 2017 , ... PurhealthRX , a ... utilizing Purzorb™ technology. Applying the Purzorb™process to full spectrum CBD oil will revolutionize the ... a CBD form that can be easily incorporated into liquid products, while reducing costs ...
(Date:10/13/2017)... ... October 13, 2017 , ... Apple Rehab Shelton Lakes ... a mock evacuation of the facility as part of a disaster drill on October ... Hose EMS and Shelton City Emergency Manager, as well as the Connecticut Long ...
(Date:10/13/2017)... New York, NY (PRWEB) , ... October 13, 2017 , ... ... most influential people in business to advocate for action towards gender equality at their ... 18,000 views from around the globe, and reached a social audience of over 3 ...
(Date:10/13/2017)... ... October 13, 2017 , ... Talented ... the lowdown on sciatica in a new episode of "Success Files," which is ... events and innovation and investigates each subject in-depth with passion and integrity. , ...
(Date:10/13/2017)... ... ... “America On The Brink”: the Christian history of the United States and ... of published author, William Nowers. Captain Nowers and his wife, Millie, have six ... years in the Navy. Following his career as a naval aviator and carrier ...
Breaking Medicine News(10 mins):
(Date:10/2/2017)... ORLANDO, Fla. , Oct. 2, 2017  AllianceRx ... services company formed by Walgreens and pharmacy benefit manager ... of its new brand, which included the unveiling of ... Fla. , as well as at a few ... introduces the new brand to patients, some of whom ...
(Date:10/2/2017)... Oct. 2, 2017 The Rebound mobile app is ... to reverse the tide of prescription drug addiction. The app ... medicine intake and stepping down their dosage in a safe, ... in December 2017; the first 100,000 people to sign up ... http://www.rebound-solution.com/ ...
(Date:9/28/2017)... WASHINGTON , Sept. 28, 2017 Cohen ... to advance the use of wearable and home sensors ... brain disorders. Early Signal Foundation, a nonprofit organization focused ... populations, will provide an affordable analytical system to record ... ...
Breaking Medicine Technology: