QHR to Acquire Clinicare Corporation
* Reuters is not responsible for the content in this press release.
KELOWNA, BRITISH COLUMBIA, Nov 09 (MARKET WIRE) --
QHR Technologies Inc. ("QHR" or the "Company") (TSX VENTURE: QHR) today
announced that the Company has signed a Letter of Intent ("LOI") to
acquire up to 100% of the shares in Clinicare Corporation ("Clinicare"),
a privately held Calgary based Electronic Medical Records ("EMR")
company. The purchase is subject to TSX Venture Exchange approval,
Clinicare shareholder acceptance and to normal closing conditions, which
is expected to be completed by the end of November, 2009.
Clinicare's Board of Directors have unanimously recommended QHR's offer
to acquire their shares of the company and acceptance by the Clinicare
shareholders. QHR and Clinicare have entered into an Exclusivity &
Standstill Agreement that is effective immediately and until completion
of shareholder purchase agreements.
Once completed, QHR will merge the Clinicare operations with its EMR
division, Optimed Software Corporation ("Optimed"), and intends to retain
Clinicare's Calgary and Toronto offices. Optimed will then be supporting
over 3,000 physicians across Canada in almost every province for its
products, with over 2,000 physicians utilizing EMR. QHR believes more
Canadian physicians will be using Optimed's EMR than any other EMR
solution and these physician clients have the most extensive EMR database
of patient information in Canada.
This acquisition once completed is expected to generate approximately
$3.25M in recurring revenue in 2010, for a combined EMR division to over
$6M in recurring revenue, and QHR's consolidated recurring revenue in
excess of $10M for 2010.
Clinicare Corporation, founded in 1984, has approximately 1,200
physicians on their EMR and Practice Management software in Canada and
the USA. Clinicare is well known in Canadian Healthcare circles as the
EMR industry leader for the larger Canadian clinics. Many of Clinicare's
physician clients were the early adopters of EMR systems and the drivers
behind the adoption of EMR across Canada.
Clinicare is one of four certified EMR vendors in Manitoba (along with
Optimed) and one of six full certification OntarioMD CMS version 3.0
vendors. Physicians who implement CMS 3.0 systems are eligible for part
of the $236M in physician funding program recently announced by OntarioMD.
In announcing the acquisition, Mr. Hildebrandt said, "Clinicare and
Optimed have been competing for the past 6 years in the EMR market. Both
companies have invested significant amounts in development to gain market
acceptance and provincial certification. Now those duplicate development
dollars can be turned into enhancing our marketing efforts across the
country and increasing levels of customer support. The level of
functionality that a Clinicare client would use in their EMR system and
guidance from many of Canada's EMR pioneers will be an asset to Optimed's
growing community".
Internally, Optimed's General Manager, Fred Chapman, already has a strong
relationship with most of the Clinicare customers from his former roles
with Clinicare from 1989 until 2005, most recently as COO and VP Sales.
Mr. Karim Kanji, President & CFO for Clinicare states "Clinicare's
shareholders and Board of Directors wanted to ensure that the ongoing
operations of Clinicare was placed in the hands of people who understood
the EMR business, were able to immediately deliver more current
technology and would ensure that our clients' extensive amount of patient
data would be completely transferred when the clients choose to upgrade
to Optimed's product in the next 3-5 years. QHR's overall business
operation goes beyond EMR which allows Clinicare to join a larger
organization, thereby protecting our customers' investments and providing
opportunities for our employees to continue servicing the customers they
have built relationships with."
QHR is acquiring Clinicare for $5,000,000, with an adjustment for net
working capital. Initial payment to shareholders is scheduled for
December 31, 2009 with final payments by January 31, 2010. Clinicare
shareholders may also benefit by way of various earn out performance
payments from closing until September 30, 2010. Once the shareholder
amounts have been finalized, qualifying shareholders have the option to
convert their shares into cash or QHR shares at $0.65.
To partially fund this acquisition and ongoing business expansion, QHR
has secured an initial $1,000,000 from the Southern Interior Development
Initiative Trust (SIDIT) thru a 4 year, debt agreement at 14% interest.
The mission of SIDIT is to support regionally strategic investments in
economic development projects that will have long-lasting and measurable
regional benefits for the Southern Interior of BC.
Additional funding to complete the acquisition is expected to come from
on-going company operations and additional equity investments expected to
be completed before year end.
On behalf of the Board of Directors
Al Hildebrandt, President and CEO
About QHR Technologies Inc.
QHR operates two business units in distinct markets:
The Electronic Medical Records ("EMR") division offers a suite of medical
software modules that provides computer-based medical records for family
physicians, medical specialists, and surgeons, as well as administrative
modules for billing and patient scheduling, that is a key component of
the move throughout Canada to provide electronic healthcare records for
all Canadians. The EMR division also provides on-site and off-site (ASP)
hosting capabilities.
The Enterprise Management Software ("EMS") division specializes in
workforce management software, which consists of integrated payroll,
staff scheduling and human resource software, and in customized financial
management software built on the Microsoft Dynamics GP platform. These
products are targeted at complex healthcare and social services
environments.
Legal Notice Regarding Forward Looking Statements
This news release may contain "forward looking statements" within the
meaning of applicable Canadian securities legislation. Forward-looking
statements are indicated expectations or intentions. Results from
operations in any given period are not necessarily indicative of results
to be expected in future periods. QHR is a technology business
development enterprise where investment; various trends and factors in
the marketplace; and product enhancements must be carefully managed to
achieve long-term revenue growth and profitability. These statements are
subject to risks that may cause the actual results to be materially
different in future periods from those expressed or implied by such
forward looking statement. It is our policy not to update forward looking
statements.
Forward looking statements in this news release include that we will
complete on the acquisition of Clinicare, that we will successfully
integrate the Clinicare business into Optimed, that we will service
almost 3,000 physicians and 2,000 on EMR, that we can retain Clinicare
offices, that we will have recurring revenue from the EMR business and
that our 2010 recurring revenue will be in excess of $10 million. Factors
that could delay or prevent these forward looking statements from coming
to fruition include being unable to agree with Clinicare shareholders on
the terms of the final agreements, Clinicare or Optimed clients not
accepting our intended changes and switching to our competitors, our
competitors introducing cheaper or better services than we are able to
offer, our inability to integrate two separate EMR systems, or our
inability to raise the necessary financing to acquire Clinicare or to
carry out our intended plans. Readers should not place too much reliance
on forward looking statements and are cautioned to read the risk factors
set out in our latest management discussion and analysis filed on SEDAR.
It is not our policy to update forward looking statements.
Further risk information on the Company is available at www.sedar.com.
Neither 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.
Contacts:
QHR Technologies Inc.
Al Hildebrandt
250-979-1701
ahildebrandt@QHRtechnologies.com
Tangent Mgmt.
Investor Relations
1-866-345-0115
info@tangentmanagementcorp.com
Copyright 2009, Market Wire, All rights reserved.
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