Diversinet Announces Sale of its Business, Proposed Liquidation and Second Quarter 2013 Financial Results

About this update from Diversified Royalty Corp.

[{"type":"text","content":"\n\n\nTORONTO, Aug. 9, 2013 /CNW/ - Diversinet Corp. (TSX Venture: DIV, OTCQB: DVNTF), announced today that it has entered\n into an asset purchase agreement (\"Agreement\") with certain\n subsidiaries of IMS Health Incorporated (\"IMS Health\").\n\n\nUnder the Agreement, IMS Health has agreed to purchase substantially all\n of the intellectual property, software, customer contracts and certain\n other assets of Diversinet for $3,500,000.  An amount equal to one-half\n of the sale proceeds will be deposited with an independent escrow agent\n to be available to satisfy indemnity claims by IMS Health, if any, made\n prior to the proposed winding-up described below. Certain employees of\n Diversinet have been offered employment by IMS Health, subject to\n closing of the transaction contemplated by the Agreement.  The closing\n is subject to customary conditions precedent at closing, including\n Diversinet shareholder approval.  Shareholders will be asked to approve\n the transaction at the annual and special meeting of shareholders\n (\"AGM\"), scheduled for September 11, 2013.  Holders of an aggregate of\n appropriately 38% of the outstanding common shares of Diversinet,\n including shareholders who are Directors and their respective\n affiliated companies, have agreed with IMS Health to vote in favour of\n the transaction.\n\n\nUnder the Agreement, IMS Health is entitled to a break fee in certain\n circumstances, including a $750,000 payment upon the acceptance by\n Diversinet of an unsolicited superior proposal from a third party.  IMS\n Health has also been granted other typical deal protection provisions\n including a right to match any superior proposal that is received by\n Diversinet on an unsolicited basis.\n\n\nCraig-Hallum Capital Group LLC acted as financial advisor to Diversinet.\n\n\nFurthermore, the Board will be proposing the voluntary winding up of the\n Company pursuant to the Business Corporations Act (Ontario).  This will involve the appointment of a liquidator to\n discontinue the business of the Company and to satisfy all claims and\n obligations and to distribute to shareholders, on a pro rata basis, the\n remaining funds and assets of the Company.  At the AGM, shareholders\n will be asked to approve a Plan of Liquidation and Distribution to take\n all necessary steps to eff...

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