Business
Vitalhub Corp. Announces Signing of Definitive Agreement for Acquisition of H.I. Next Inc.
Toronto, Ontario--(Newsfile Corp. - December 22, 2017) - VITALHUB CORP. (TSXV: VHI) (the " Com...
About this update from Vitalhub Corp.
[{"type":"text","content":"Vitalhub Corp. Announces Signing of Definitive Agreement for Acquisition of H.I. Next Inc.Toronto, Ontario--(Newsfile Corp. - December 22, 2017) - VITALHUB CORP. (TSXV: VHI) (the \"Company\" or \"Vitalhub\"), is pleased to announce that it has entered into a definitive acquisition agreement (the \"Agreement\") dated December 21, 2017 with all of the shareholders of H.I. Next Inc. (\"HI Next\") to purchase all of the issued and outstanding securities of HI Next (the \"Acquisition\"). The Acquisition is expected to close on or about December 29, 2017.The purchase price for the Acquisition shall be up to $6,612,512 (the \"Purchase Price\"), satisfied by (i) a cash payment of $550,000 (the \"Cash Purchase Price\"), (ii) the delivery of a total of 19,500,000 common shares of Vitalhub (\"Common Shares\"), at a deemed price of $0.1275 per Common Share (the \"Share Purchase Price\"), to the shareholders of HI Next, and (iii) subject to the exercise of an option by a customer of HI Next on or after closing of the Acquisition, cash payments equal to certain fee(s) actually paid by such customer to HI Next pursuant to an existing agreement between such customer and HI Next, the aggregate of such payments not to exceed $2,784,817 (USD).The Company currently has 102,857,974 Common Shares issued and outstanding. Upon delivery of the Share Purchase Price, the Company will have a total 122,357,974 issued and outstanding Common Shares. The principal shareholders of HI Next, Peter Catford and Ellen Catford (the \"Principals\") shall receive 9,078,876 and 8,722,840 Common Shares, respectively. Peter Catford and Ellen Catford are therefore receiving Common Shares of the Company such that they will hold approximately 7.42% and 7.13%, respectively, and 14.55% taken together, of the total issued and outstanding Common Shares on consummation of the Acquisition. A portion of the Cash Purchase Price, being $150,000, will be subject to escrow for the purposes of use against future indemnity claims or purchase price adjustments and will be held for a period of nine (9) months from the date of closing of the Acquisition. A portion of the Share Purchase Price paid to the Principals, being 17,801,720 Common Shares, will be subject to escrow and is to be released bi-annually in six equal amounts over the period of three (3) years beginning with the date that i...