Nightingale Announces Proposed $3.5 million Convertible Debenture Offering

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MARKHAM, ON, Jan. 25, 2013 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSXV: NGH), an application service provider (ASP) of electronic medical record (EMR) software and related services, today announced a "best efforts" private placement of convertible partially secured subordinated debentures (Series C) ("Debentures") at a price of $1,000 per Debenture for minimum gross proceeds of $3.5 million and maximum of $5.0 million ("Debenture Offering"). Nightingale has appointed Raymond James Ltd. ("Raymond James" or the "Agent") to act as an agent on behalf of the Company to complete the Debenture Offering. All values are in Canadian dollars unless otherwise specified.

The Debentures shall mature three years from the closing date of the Debenture Offering ("Maturity") and bear interest at an annual rate of 10%, to be paid monthly in cash, commencing one month from the closing date until maturity. Following the first anniversary of issuance of the Debentures, Nightingale shall have the right to redeem the Debentures at any time, in whole or in part, without notice or penalty, at a price equal to their principal amount plus accrued and unpaid interest. The Debentures shall be convertible at the holder's option into fully-paid common shares at any time prior to Maturity or redemption at a conversion price of $0.60 per common share.

The Company intends to use the proceeds from the transaction for general corporate purposes. In addition, part of the proceeds may be used towards redemption of the outstanding balance of the Company's Series A 12% convertible debentures, maturing July, 2013 and January, 2016, which carry an aggregate principal face value of $2,066,000.

In conjunction with a successful completion of the Debenture Offering, the Agents shall receive a 6% cash commission on the total dollar amount raised. In addition, Raymond James shall receive 6% agent's options ("Agent's Options") to be issued at the closing of the Debenture Offering. The Agent's Options will be exercisable for shares for a period of three years from closing at $0.60 per share.

The Debenture Offering is subject to the receipt of all necessary approvals of the TSX Venture Exchange, completion of definitive documentation and the receipt of all necessary third party approvals.

About Nightingale

Nightingale is one of the fastest growing health care service and software companies in North America and is recognized as an industry leader in Web-based clinician and community based electronic medical records (EMR) serving the needs of small primary care practices, multi-physician outpatient clinics, and large scale regional health organizations and networks. Coupled with integrated practice management and transcription, Nightingale's comprehensive service offering allows customers to enhance patient care, increase revenue opportunities and optimize operations. Nightingale is continuously innovating and enhancing its services to meet the needs of its growing and diverse customer base. Nightingale - Healthcare connected. www.nightingalemd.ca

Forward Looking Statement
This press release contains "forward-looking statements" respecting the issuance and cancellation of securities of the Company within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect",  "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may" ,"could", "would", "might", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding.  All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.

There can be no assurances the forward-looking statements contained in this press release relating to the Debenture Offering will remain accurate, as the Debenture Offering remains subject to a number of conditions.  Should any of these conditions not be satisfied, including but not limited to the Debenture Offering not reaching the minimum offering size, the Debenture Offering may be delayed or not completed as completed as disclosed herein.

Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

SOURCE: Nightingale Informatix Corporation

Michael Ford
Chief Financial Officer
Nightingale Informatix Corporation
Tel: [phone]
[email protected] 

Kristen Dickson
Senior Account Executive
TMX Equicom
Tel: [phone] ext. 273
[email protected]