ZoomMed Agrees With KDA Group on the Sale of Its Assets and Will Hold Its Shareholders Meeting
BROSSARD, Quebec, June 27, 2023 (GLOBE NEWSWIRE) — ZoomMed Inc. (the “Corporation” or “ZoomMed”) is proud to announce that its Board of Directors has unanimously ratified an agreement for the sale to the public company KDA Group Inc. (“KDA Group”) by ZoomMed Médical Inc., a wholly-owned subsidiary of the Corporation, of notably all of its rights, titles and interests in the ZRx Prescriber, including all its intellectual property, in consideration (the “Consideration”) for the issuance of 10,000,000 Class A shares (TSXV: KDA) of the share capital of KDA Group (the “Transaction” or the “Asset Sale”). The Asset Sale constitutes for ZoomMed Médical and the Corporation the sale of substantially all of their respective assets. The Transaction will be completed upon satisfaction or waiver of all closing conditions set forth in the Asset Purchase Agreement, including the approval by the shareholders of the Corporation of the Asset Sale resolution. ZoomMed and KDA Group are parties dealing at arm’s length.
“The Corporation has been generating low operating cash flows for many years and has found in KDA Group, which is already a business partner of ZoomMed that is well acquainted with its activities, an acquirer with the expertise as well as the financial, human and material resources to carry on the operations of ZoomMed” said Mr. Yves Marmet, President and CEO of ZoomMed.
The Corporation will cease to have any operating activities following the Asset Sale, and its assets will consist mainly of cash or cash equivalents. Accordingly, the Board of Directors and management of the Corporation intend, in the best interests of the Corporation, to distribute, following the completion of the Asset Sale, to the shareholders of the Corporation up to all of the Consideration received in connection with the Transaction at an assumed market value at the time of payment of the distribution (hereinafter defined as the “Distribution”), which will represent a significant portion of its assets following the Asset Sale, subject to obtaining applicable regulatory approvals, and to treat such share Distribution as a reduction of the stated capital account of the common shares of the Corporation.
Following the Asset Sale, the Corporation will continue its evaluation of various strategic alternatives, notably the possible conclusion of a fundamental transaction; none of these alternatives has yet been determined.
Furthermore, the Corporation announces that it will hold its Annual and Special Meeting of Shareholders on July 25, 2023, at 10:00 a.m., at the Centre Sheraton Montréal (room Kafka-Lamartine), 1201 René-Lévesque Blvd. West, Montréal, Québec, as scheduled and described in the Proxy Circular.
For further information on ZoomMed, please contact Mr. Yves Marmet, President and Chief Executive Officer at info@zoommed.com or visit our website: www.zoommed.com.
Statements made in this news release that are not historical facts are “forward-looking statements” and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from those in these “forward-looking” statement.
