Nightingale Informatix Corp. (NGH.V) said it has agreed to sell its Canadian assets required to serve the company's Canadian customers to Telus Health, Canada's largest health IT company and a unit of Telus Corp. (T.TO,TU).
The transaction is for a purchase price of C$14 million as well as the assumption of certain working capital obligations, subject to purchase price adjustments.
The sale represents a sale of substantially all of the company's Canadian assets other than its V10 EMR Platform, and requires shareholder approval to be completed.
Nightingale will use a significant portion of the asset sale proceeds to repay its secured debt which currently totals about C$10.4 million as well as other liabilities.
The company will retain ownership of the intellectual property for its V10 (Nexia) EMR platform and rights to use its claims clearinghouse and the ability to use, commercialize or divest from such intellectual property in the global markets outside North America. The company also expects to have unrecorded tax assets arising from accumulated loss carry-forwards for Canadian tax purposes.
Nightingale has scheduled August 30, 2016 for its special meeting of shareholders, while the outside date under the agreement to satisfy all conditions and close the transaction is December 31, 2016.
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