As part of the transaction, a subsidiary of Brookfield Asset Management the holder of approximately 60% of the outstanding common shares of MediSolution has entered into an agreement to vote its common shares in favor of the transaction.
The transaction excludes Medisolution’s core resource management suite of products and the blood bank product line, which will remain with the company. Ten percent of the base purchase price, or $49.5 million is payable on a deferred basis no later than one year from the closing date.
The transaction must be approved by a minimum of 66% of the votes cast by the holders of MediSolution’s common shares, and closing is subject to customary conditions, including obtaining certain third party consents and the condition that a material adverse change has not occurred. Subject to the satisfaction of all of the conditions to closing, the transaction is anticipated to close on or about August 27, 2008.
Following completion of the transaction, the board of directors will consider the alternatives available to MediSolution for the cash proceeds, including capital required to support its core Resource Management division and to maintain a strong balance sheet.
Paul Lepage, president and CEO of MediSolution, said: “Following an unsolicited approach by a potential buyer, we have thoroughly analyzed the financial and strategic options for the company and believe that the value inherent in this transaction is in the best interests of all of our shareholders.”