Diversinet Announces Update to Sale of its Business and Proposed Liquidation
TORONTO, Sept. 13, 2013 /CNW/ - Diversinet Corp. (OTCQB: DVNTF), announced
today that it has completed the sale of its business pursuant to an asset
purchase agreement ("Agreement") with certain subsidiaries of IMS Health
Incorporated ("IMS Health").
Under the Agreement, IMS Health has purchased 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 has been 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 accepted
employment by IMS Health. On September 11, 2013, at the annual and special
meeting of shareholders ("AGM"), Diversinet shareholders approved the sale
Furthermore, at the AGM, Diversinet shareholders approved a Plan of
Liquidation and Distribution to take all necessary steps to effect the
voluntary winding up of the Company pursuant to the Business Corporations Act
(Ontario). This involves the appointment of a liquidator, Duff & Phelps
Canada Restructuring Inc, effective on or about September 16, 2013 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. To the extent permitted by the
OTCQB, the liquidator intends to have the common shares cease trading
approximately 30 days after appointment.
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.
Diversinet Corp. (OTCQB: DVNTF) provided 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 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 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.
SOURCE Diversinet Corp.
Company Contact Diversinet Corp. David Hackett Chief Financial Officer
416-756-2324 ext. 275 firstname.lastname@example.org
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