TORONTO, Aug. 9, 2013 /CNW/ - Diversinet Corp. (TSX
Venture: DIV, OTCQB: DVNTF), announced today that it has entered
into an asset purchase agreement ("Agreement") with certain
subsidiaries of IMS Health Incorporated ("IMS Health").
Under the Agreement, IMS Health has agreed to
purchase substantially all of the intellectual property, software,
customer contracts and certain other assets of Diversinet for
$3,500,000. An amount equal to
one-half of the sale proceeds will be deposited with an independent
escrow agent to be available to satisfy indemnity claims by IMS
Health, if any, made prior to the proposed winding-up described
below. Certain employees of Diversinet have been offered employment
by IMS Health, subject to closing of the transaction contemplated
by the Agreement. The closing is subject to customary
conditions precedent at closing, including Diversinet shareholder
approval. Shareholders will be asked to approve the
transaction at the annual and special meeting of shareholders
("AGM"), scheduled for September 11,
2013. Holders of an aggregate of appropriately 38% of
the outstanding common shares of Diversinet, including shareholders
who are Directors and their respective affiliated companies, have
agreed with IMS Health to vote in favour of the transaction.
Under the Agreement, IMS Health is entitled to a
break fee in certain circumstances, including a $750,000 payment upon the acceptance by
Diversinet of an unsolicited superior proposal from a third
party. IMS Health has also been granted other typical deal
protection provisions including a right to match any superior
proposal that is received by Diversinet on an unsolicited
basis.
Craig-Hallum Capital Group LLC acted as
financial advisor to Diversinet.
Furthermore, the Board will be proposing the
voluntary winding up of the Company pursuant to the Business
Corporations Act (Ontario). This will involve the
appointment of a liquidator to discontinue the business of the
Company and to satisfy all claims and obligations and to distribute
to shareholders, on a pro rata basis, the remaining funds and
assets of the Company. At the AGM, shareholders will be asked
to approve a Plan of Liquidation and Distribution to take all
necessary steps to effect the voluntary winding up of the
Company. A one time distribution to shareholders is not
expected before early 2014. While there is no guarantee as to
the amount of the shareholder distribution, Diversinet currently
expects to distribute a per share amount in the range of
$0.05 to $0.065 based on recent
estimates of anticipated claims and obligations to be settled.
Both the approval by shareholders of the sale
transaction and the voluntary winding up of the Company will
require the approval of two thirds of the votes cast at the
AGM. Shareholders will receive additional details on the
transaction contemplated by the Agreement and winding up process in
the management information circular to be sent to shareholders as
part of the AGM materials.
The Company is also delisting its common shares
from the TSX Venture Exchange effective August 13, 2013. Trading of the Company's
common shares will continue for a transitional period prior to the
wind up, which is expected to start on or about September 16, 2013, on the OTCQB under the
trading symbol DVNTF.
Q2 Financial Highlights
Revenues for the second quarter were
$263,000, compared to $419,000 in the same year-ago period. Revenues
for the six months ended June 30,
2013 were $566,000 compared to
$701,000 in the same period in
2012.
Net loss in the second quarter totalled
$794,000 or $(0.02) per share, compared to $1.1 million or $(0.03) per share in the same year ago period.
Net loss for the six months ended June 30,
2013 was $1.8 million, or
$(0.04) per share, compared to
$2.6 million or $(0.06) per share in the first six months of
2012.
Cash and cash equivalents were $1.6 million at June 30,
2013 and $3.2 million at
December 31, 2012. At
June 30, 2013, the Company had
43,497,000 common shares outstanding.
Financial Summary
|
Q2 2013 |
Q2 2012 |
Revenues |
$262,844 |
$419,258 |
Cost of revenues |
12,980 |
64,934 |
Gross margin |
249,864 |
354,324 |
|
|
|
Expenses |
|
|
|
Research and development |
429,101 |
702,828 |
|
Sales and marketing |
139,721 |
344,359 |
|
General and administrative |
421,482 |
444,635 |
|
Depreciation |
44,436 |
13,231 |
|
1,034,740 |
1,505,053 |
Loss before the undernoted |
(784,876) |
(1,150,729) |
Foreign exchange gain |
(10,113) |
453 |
Interest income |
961 |
3,059 |
Loss for the period |
$(794,028) |
$(1,147,217) |
Basic and diluted earnings (loss) per
share |
$(0.02) |
$(0.03) |
|
|
|
Cash and cash equivalents |
$1,637,978 |
$5,098,650 |
Total assets |
$1,907,324 |
$5,539,210 |
Total current liabilities |
$529,368 |
$749,699 |
Total shareholders' equity |
$1,377,956 |
$4,789,511 |
|
|
|
Weighted average basic and fully
diluted common shares outstanding |
43,496,847 |
43,179,333 |
For complete financial statements, including the
notes and management's discussion and analysis, please visit our
website at http://www.diversinet.com/financial-reports.html. The
unaudited financial statements have not been reviewed by
Diversinet's auditor.
About Diversinet
Diversinet Corp. (TSX Venture: DIV, OTCQB:
DVNTF) provides healthcare organizations and partners with
ultra-secure, patented mobile technologies and connected health
solutions. The company's core publishing platform supports rapid
deployment of secure and HIPAA-compliant Web-to-mobile
applications. Diversinet solutions lead with an innovative, virtual
health wallet designed for patient-centric engagement to improve
care coordination, health outcomes and resilience. Learn more about
Diversinet at www.diversinet.com.
The Private Securities Litigation Reform Act
of 1995 and Canadian securities laws provide a "safe harbour" for
forward-looking statements. Certain information included in this
press release (as well as information included in oral statements
or other written statements made or to be made by the company)
contains statements that are forward-looking, such as statements
relating to the closing of the proposed transaction, costs of the
proposed transaction ,the voluntary winding up of the Company and
the anticipated distribution of proceeds to shareholders. Such
forward-looking information involves important risks and
uncertainties, including the uncertainty of receipt of the required
regulatory and shareholder approvals, that could significantly
affect anticipated results in the future and, accordingly, such
results may differ materially from those expressed in any
forward-looking statements made by or on behalf of the
company. There can be no assurance that the proposed
transaction or voluntary winding up of the company will occur or
that it will occur on the timetable described or on the terms and
conditions contemplated in this news release or that the amount of
the distribution to shareholders will be as anticipated. The
amount of the proposed distribution to shareholders is based on an
assumption that the amount of obligations of the Company will not
exceed the amount currently estimated by the Company. For a
description of additional risks and uncertainties, please refer to
the company's filings with the Securities and Exchange Commission
available at www.sec.gov and Canadian securities regulatory
authorities available at www.sedar.com.
The TSX Venture Exchange has not reviewed and
does not accept responsibility for the adequacy or accuracy of this
release. MobiSecure is a registered trademark of Diversinet
Corp.
SOURCE Diversinet Corp.