Nightingale Announces Delay in Filing Annual Materials
MARKHAM, ON, July 29, 2016 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH) today announced that the filing of its audited annual consolidated financial statements as at and for the years ended March 31, 2016 and 2015 ("Annual Financials"), related management discussion and analysis ("MD&A") and applicable officer certifications (together with the Annual Financials and MD&A, the "Annual Materials") will, in all likelihood, be delayed beyond the statutory filing deadline of July 29, 2016.
On July 14, 2016, the Company announced that it had signed a definitive agreement, subject to certain conditions, to sell substantially all its assets (the "Transaction"). It is anticipated that the Transaction will close on or about August 31, 2016. As a result of this, the Company expects to make significant changes to the Annual Materials to properly reflect the material impact of the Transaction. The delay in reporting is due to the Company having deferred the commencement of the annual audit and the required time to execute an audit of the Company in accordance with Generally Accepted Auditing Standards along with the changes driven by the announcement relating to the Transaction. The Company expects to be in a position to file the Annual Materials on or before August 15, 2016, although there are no assurances in this regard.
The Company has scheduled August 30, 2016 to hold a special shareholders meeting in order to approve the Transaction. The Company expects to be mailing materials for that meeting during the first week of August, 2016 and expects to be posting a copy of such materials on www.sedar.com shortly thereafter.
Given the anticipated failure to file the Annual Materials on or before the statutory filing deadline, the Company expects that its publicly traded common shares may become subject to a cease trade order imposed by the applicable securities regulatory authorities until such time as the Annual Materials are filed.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) , Practice Management and Claims Clearing House solutions to healthcare organizations across Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale – One Patient. One Record. www.nightingalemd.com
Forward Looking Statements:
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Specifically, and without limitation, this press release contains forward-looking statements and information relating to: the anticipated timing of the filing the Annual Materials, the scheduled date for holding of the special meeting to approve the Transaction and the anticipated closing date of the Transaction. 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 to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the risks associated with: obtaining the required approvals related to the completion of the Transaction and the completion of the Transaction generally; the ability of the Company to file the Annual Materials on or before the stated times or at all and the effect that such failure may have on the ability to trade in the securities of the Company, the ability of Nightingale to successfully develop and market the V10 platform and successfully complete the sale of the Company following the completion of the Transaction. All material assumptions used in making forward-looking statements are based on management's knowledge at the time such statements are made and are subject to change.
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