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

PR Newswire

TORONTO, Aug. 9, 2013

TORONTO, Aug. 9, 2013 /PRNewswire/ - 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        43,496,847   43,179,333
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.



SOURCE Diversinet Corp.

Contact:

Company Contact
Diversinet Corp.
David Hackett
Chief Financial Officer
416-756-2324 ext. 275
dhackett@diversinet.com
 
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