Diversinet Announces Sale of its Business, Proposed Liquidation and Second Quarter 2013 Financial Results

Diversinet Announces Sale of its Business, Proposed Liquidation and Second 
Quarter 2013 Financial Results 
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      43,496,847   43,179,333
common shares outstanding 
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. 
Company Contact Diversinet Corp. David Hackett Chief Financial Officer 
416-756-2324 ext. 275 dhackett@diversinet.com 
SOURCE: Diversinet Corp. 
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CO: Diversinet Corp.
ST: Ontario
NI: TLS ERN  
-0- Aug/09/2013 13:00 GMT