LOS ANGELES and LONDON, July 7 /PRNewswire-FirstCall/ -- Signalife, Inc. (Amex: SGN) and Heart One Global Research, an Irish-based heart information and clinical information management concern -- with technology used across the world through subsidiaries and affiliates in eight different countries -- have announced that they have agreed to merge or consummate a similar business combination making them one company.
Heart One Global Research has a series of assets, including the renowned Health One Global, Ltd., a leading data management and information concern based in London. Since 2003, Health One Global Limited has been the exclusive Special Olympics Healthy Athletes Global Partner for electronic health records, compiling during that time the largest data-base in the world for persons with disabilities. Health One Global's reach has extended to the tracking, recordation and storage of health care information so that it may be communicated or exchanged with other institutions or within large organizations, and which technology is currently implemented in situations such as (a) in and outpatient departments in acute care as well as rehabilitation hospitals, (b) small and large (up to 65 physicians) private practices in family medicine as well as specialized medicine, (c) occupational health, (d) patient-centered multi-disciplinary primary care teams, (e) the internal medical services of a large mining company, (f) an international sports-based organization, as well as such technology being currently in use in the following medical specialties: (a) AIDS clinics, (b) Anesthetics, (c) Cardiology, (d) Dermatology, (e) Emergency care, (f) ENT (Ear, Nose and Throat), (g) General Practice/Family Medicine, (h) General Surgery, (i) Gynecology, (j) Internal Medicine, (k) Neurology, (l) Obstetrics, (m) Occupational health, (n) Orthopedics surgery, (o) Pediatrics, (p) Psychiatry, (q) Rehabilitation, and (r) Sports medicine.
The two companies will be announcing certain distribution and financing transactions in the upcoming couple of days. The transactions are subject to Board approval, and could be subject to shareholder approval if a merger is to be consummated. However, notwithstanding any agreement to the contrary, Heart One Global Research and its affiliates and subsidiaries have agreed to a $10,000,000 break-up fee payable to Signalife, Inc. if the transaction fails to close for any reason other than an act of Signalife.
As Signalife continues to generate data from the usage of its Fidelity 100, the analysis and exchange of this data -- which suggests that screening using the Fidelity 100 yields pathology detection at triple (or more) of the national average rate -- must be properly evaluated, stored and communicated to patient and industry alike. In the words of Lowell Harmison, senior advisor to the Signalife Board, "Is walking around with early asymptomatic heart disease acceptable? We may have now identified a key reason for the astronomical cost reported to be nearly $400 billion nationwide in caring for heart patients." By effectuating the merger, the companies will assure that the core of the electronic medical record -- the condition of the patient's heart -- is properly screened and carefully compared to the other medical and pharmacological conditions across societies.
Under the merger agreement, all shareholders of Heart One Global Research must physically deliver their share certificates to an independent third party tabulator. Concurrently, all shareholders of Signalife must physically deliver their share certificates to the same independent party. Upon receipt of all share certificates, the surviving company -- a subsidiary of Signalife -- shall emanate and such company shall be owned by a minimum of 94% of the current actual common shareholders of Signalife, Inc. The merger agreement has an earn out provision where Heart One Global Research shareholders may receive an additional 9% of common stock under an earn out structure requiring the development of approximately $9.5 million of revenue in the short and short-mid term. Additionally, for all real and actual shareholders of Signalife, their delivery of shares to the tabulation firm will also entitle them to a preferred share with increased voting and equity rights. Details of this shall be disclosed as they become available and as the transaction progresses.
Rowland Perkins, Chief Executive Officer of Signalife, Inc., commented: "This merger is one that involves a company, and a business approach, that the Signalife Board has been looking at for some time. We are lucky to acquire this asset on these terms, and the team at Heart One Global Research will be a welcome addition -- both financially and intellectually -- to the Company. This opportunity allows Signalife to merge its "gold standard" ECG technologies with a cutting edge data storage, recall and management system that will allow doctors, practitioners and patients complete medical history based around their heart history that is the core of everyone's health picture. To do this on a worldwide basis with the assets Heart One brought to the table was something that we simply could not pass up."
Dr Stan Shepherd, Chief Executive Officer of Heart One Global Research, commented: "We know that the electronic medical record is at the heart of delivering both the most clinically-effective care and the most cost-effective care, the two key objectives of every healthcare system in the world. Putting Signalife's double award winning technology literally at the heart of our electronic health record, will give the merged company unique capabilities to transform the treatment and outcomes of one of the major causes of death, morbidity and cost, heart disease, in every single country."
The transactions may be subject to various regulatory approvals, exchange approvals, board approvals, shareholder approvals and other contingencies. However, the break-up fee is now binding and in place, and it further provides Heart One Global Research with separate remedies against third parties uninvolved with this transaction.
The Company shall endeavor to follow up with short market reports at least twice a week to track the status of these transactions and the developments that have occurred. The public is also requested to view Signalife's website in the upcoming days to track the development of this business combination.
Signalife, Inc. is a life sciences company focused on the monitoring, detection and prevention of disease through continuous biomedical signal monitoring. Signalife uses its patented signal technology to design and develop medical devices, therapies and/or technologies that simplify and reduce the costs of cardiovascular disease.
Signalife, Inc. is traded on the American Stock Exchange under the symbol SGN. More information is located at http://www.signalife.com. Clear Data. Trusted Results.
About Heart One Global Research
Heart One Global Research is the holding company for a number of assets, including various heart management and distribution arms worldwide and also including the renowned Health One Global, Ltd. (http://www.healthoneglobal.com). The latter subsidiary is the London-based international developer and distributor of information technologies that are clinically focused, mature, stable, robust, comprehensive, flexible, portable, and standards-based electronic health record solutions.
These technologies are available in Windows, Internet and USB Drive versions that can share a common record server giving maximum flexibility in implementation.
The technologies are used by about 3,000 healthcare professionals in 8 countries and in 4 languages. They have a 20-year history of continuous R&D evolution and refinement through long experience with several thousand physicians in supporting their daily delivery of healthcare in an unusually wide variety of clinical specialties, environments and organizations in multiple countries.
Caution Regarding Forward-Looking Statements
Statements in this release that are not strictly historical are "forward- looking" statements. Forward-looking statements involve known and unknown risks, which may cause the companies' actual results in the future to differ materially from expected results. Factors which could cause or contribute to such differences include, but are not limited to, failure to complete the development and introduction of heart monitoring and other biomedical devices incorporating the companies' technology procure market acceptance for these products, failure to obtain federal or state or governmental or international regulatory approvals governing heart monitoring and other biomedical devices incorporating the technology, failure to obtain import and export capabilities in the various countries containing buyers and resellers and hospitals and clinics and doctors for the devices, inability to obtain physician, patient or insurance acceptance of or for heart monitoring and other biomedical incorporating of the technologies, and the unavailability of financing to complete management's plans and objectives and the aforementioned merger agreement and its progeny, including the development of heart monitoring and other biomedical and information solutions incorporating the companies' technologies. These risks are qualified in their entirety by cautionary language and risk factors set forth and to be further described in Signalife's filings with the Securities and Exchange Commission.
|SOURCE Signalife, Inc.|
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