Special meeting of shareholders to be held on January 8, 2009
TORONTO, Nov. 21 /PRNewswire-FirstCall/ - Med-Emerg International Inc. ("MedEmerg") (OTCBB: MDER), one of Canada's leading providers of health services, announced today that it has obtained an interim order from the Ontario Superior Court of Justice concerning its previously announced plan of arrangement (the "Arrangement") pursuant to which AIM Health Group Inc. ("AIM") will acquire all of MedEmerg's outstanding shares. Under the Arrangement, holders of MedEmerg common shares will receive 0.78091 of an AIM common share for each MedEmerg common share, subject to adjustment in the case of fractional AIM common shares and Calian Technologies Ltd., the sole holder of Special Shares, Series 1 of MedEmerg, will exchange all of such shares for a secured convertible debenture of AIM. In addition, MedEmerg options will be exchanged for AIM options and MedEmerg warrants will be cancelled.
A special meeting of shareholders, called to approve the Arrangement, will be held on January 8, 2009. Shareholders of record on November 24, 2008 will be entitled to receive notice and vote at the special meeting. MedEmerg will mail a management information circular and related meeting materials to shareholders in connection with the special meeting next week. These documents will be filed under MedEmerg's company profile on SEDAR at www.sedar.com.
The Board of Directors of MedEmerg has recommended that MedEmerg shareholders vote in favour of the Arrangement.
About Med-Emerg International Inc.
MedEmerg specializes in the coordination and delivery of health care services in Canada. These services include an integrated chronic pain management program, community-based infusion centers and health human resource management, including physician and nurse staffing.
Med-Emerg's audited revenue for its fiscal year ended December 31, 2007 was approximately US$22 million.
Caution Concerning Forward-Looking Statements
Certain statements in this press release are forward-looking statements, including, but not limited to, the timing of the special meeting of shareholders and other statements that are not historical facts. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including MedEmerg's experience and perceptions of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "targets", "projects", "forecasts", "seeks", "likely" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".
By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusion will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of material factors, many of which are beyond MedEmerg's control, affect operations, performance, achievements and results of MedEmerg that may be expressed or implied by such forward-looking statements and could cause actual results to differ materially from current expectations of estimated or anticipated events or results.
These forward-looking statements are made as of the date of this release and, other than as specifically required by law, MedEmerg assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional information about the risks and uncertainties of MedEmerg's business is provided in its disclosure materials filed with the securities regulatory authorities in Canada, available at www.sedar.com.
|SOURCE Med-Emerg International Inc.|
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