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Signalife and Heart One Global Research Agree to Merge

Monday, July 7, 2008 General News
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LOS ANGELES and LONDON, July 7 Signalife, Inc.(Amex: SGN) and Heart One Global Research, an Irish-based heart informationand clinical information management concern -- with technology used across theworld through subsidiaries and affiliates in eight different countries -- haveannounced that they have agreed to merge or consummate a similar businesscombination making them one company.
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Heart One Global Research has a series of assets, including the renownedHealth One Global, Ltd., a leading data management and information concernbased in London. Since 2003, Health One Global Limited has been the exclusiveSpecial Olympics Healthy Athletes Global Partner for electronic healthrecords, compiling during that time the largest data-base in the world forpersons with disabilities. Health One Global's reach has extended to thetracking, recordation and storage of health care information so that it may becommunicated or exchanged with other institutions or within largeorganizations, and which technology is currently implemented in situationssuch as (a) in and outpatient departments in acute care as well asrehabilitation hospitals, (b) small and large (up to 65 physicians) privatepractices in family medicine as well as specialized medicine, (c) occupationalhealth, (d) patient-centered multi-disciplinary primary care teams, (e) theinternal medical services of a large mining company, (f) an internationalsports-based organization, as well as such technology being currently in usein the following medical specialties: (a) AIDS clinics, (b) Anesthetics, (c)Cardiology, (d) Dermatology, (e) Emergency care, (f) ENT (Ear, Nose andThroat), (g) General Practice/Family Medicine, (h) General Surgery, (i)Gynecology, (j) Internal Medicine, (k) Neurology, (l) Obstetrics, (m)Occupational health, (n) Orthopedics surgery, (o) Pediatrics, (p) Psychiatry,(q) Rehabilitation, and (r) Sports medicine.
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The two companies will be announcing certain distribution and financingtransactions in the upcoming couple of days. The transactions are subject toBoard approval, and could be subject to shareholder approval if a merger is tobe consummated. However, notwithstanding any agreement to the contrary, HeartOne Global Research and its affiliates and subsidiaries have agreed to a$10,000,000 break-up fee payable to Signalife, Inc. if the transaction failsto close for any reason other than an act of Signalife.

As Signalife continues to generate data from the usage of its Fidelity100, the analysis and exchange of this data -- which suggests that screeningusing the Fidelity 100 yields pathology detection at triple (or more) of thenational average rate -- must be properly evaluated, stored and communicatedto patient and industry alike. In the words of Lowell Harmison, senioradvisor to the Signalife Board, "Is walking around with early asymptomaticheart disease acceptable? We may have now identified a key reason for theastronomical cost reported to be nearly $400 billion nationwide in caring forheart patients." By effectuating the merger, the companies will assure thatthe core of the electronic medical record -- the condition of the patient'sheart -- is properly screened and carefully compared to the other medical andpharmacological conditions across societies.

Under the merger agreement, all shareholders of Heart One Global Researchmust physically deliver their share certificates to an independent third partytabulator. Concurrently, all shareholders of Signalife must physicallydeliver their share certificates to the same independent party. Upon receiptof all share certificates, the surviving company -- a subsidiary of Signalife-- shall emanate and such company shall be owned by a minimum of 94% of thecurrent actual common shareholders of Signalife, Inc. The merger agreementhas an earn out provision where Heart One Global Research shareholders mayreceive an additional 9% of common s
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