TORONTO, May 10, 2024 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB) ("Pluribus" or the "Company") is pleased to announce the closing of the sale (the "Transaction") of substantially all of the assets, tangible and intangible, of its wholly-owned subsidiary, TeleMED Diagnostic Management Inc., ("TeleMED") and all of the issued and outstanding fully-diluted shares of its wholly-owned subsidiary, TDM Telehealth Technology Ltd. ("TDM") for an aggregate purchase price of $5,070,000, payable in cash (the "Purchase Price") pursuant to the terms of an asset and share purchase agreement dated May 10, 2024 (the "Purchase Agreement").
"The successful completion of this transaction marks a significant milestone for Pluribus, allowing us to focus our resources and efforts on our core business activities and further our strategic objectives. Over the past four years, our management of TeleMED has resulted in a 2.5x increase in EBITDA, highlighting our ability to significantly improve businesses through effective practices and revenue growth strategies." stated Ms. Diane Pedreira, Chief Operating Officer of Pluribus Technologies and President and Chief Operating Officer of TeleMED. "We want to take this opportunity to thank the TeleMED team for their dedication and hard work. Your commitment has been instrumental in shaping our success, and we are deeply appreciative of your efforts."
The Purchase Price is payable to the Company as follows: (i) $4,170,000 in cash on the closing date of the Transaction (the "Closing Payment"); (ii) $400,000 in cash within ten business days of the fulfillment of certain conditions pursuant to the Purchase Agreement; (iii) $200,000 in cash on, or within fifteen business days of, the date in which the net tangible asset amount in respect of TeleMED and TDM is finalized pursuant to the terms of the Purchase Agreement (the "First Holdback Payment"); and (iv) $300,000 in cash on, or within fifteen business days of, the first anniversary of the closing date of the Transaction (the "Second Holdback Payment"). The First Holdback Payment and Second Holdback Payment are subject to potential adjustments in certain circumstances as set out in the Purchase Agreement.
Upon closing of the Transaction, the Company paid to National Bank of Canada ("National Bank") from the Closing Payment, a total of $2,650,000 pursuant to the terms of the previously-announced forbearance agreement dated January 19, 2024, as amended, between the Company and National Bank, relating to the secured credit agreement dated April 27, 2022, as amended, among the Company, certain of its subsidiaries and National Bank.
The purchaser of the TeleMED business and TDM is committed to preserving the business' relationships with its valued customers and employees over the long term.
The Transaction was completed pursuant to the Company's previously-announced strategic review process, involving a review and evaluation of strategic alternatives that may be available to the Company to further enhance the Company's growth, development and prosperity in the short and long terms. The Company will continue its strategic review process following the Transaction with the goal of further maximizing shareholder value.
Canaccord Genuity Corp. acted as an advisor in connection with the Transaction.
About Pluribus Technologies Corp.
Pluribus is a technology company that is a value-based acquirer and operator of small, profitable business-to-business technology companies in a range of verticals and industries. Pluribus provides its acquisitions access to experienced sales and marketing resources, strategic partnership opportunities, a diverse portfolio of customers in different geographical markets and enabling technologies to create new revenue streams and provide the opportunity for these companies to grow in their respective markets. When market conditions are conducive to raising capital at reasonable costs, Pluribus focuses on rapidly acquiring and integrating new acquisitions to accelerate growth. When the environment does not support this, Pluribus focuses on implementing strategies to maximize organic growth and increase cashflow from operations in its existing portfolio companies. For more information, please visit: pluribustechnologies.com.
Forward-Looking Information
Certain information in this press release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information in this press release includes, but is not limited to, statements with respect to future payments due to the Company in connection with the Transaction, the Company's expectation on the growth, profitability and performance of its portfolio companies, the Company's ability to acquire business-to-business technology companies in the future, the Company's ability to grow and increase the value of its portfolio companies, the Company's ability to achieve a positive return on invested capital in the future and the Company achieving additional transactions as a result of its strategic review process and whether such transaction is positive. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or negatives of these terms and similar expressions.
All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company's ability to control or predict. Forward-looking statements are based on certain assumptions, including the Company's ability to manage a complex portfolio of companies effectively; and the Company's ability to raise sufficient financing to continue its acquisition strategy. Other assumptions include industry trends, the availability of growth opportunities, and general business, economic, competitive, political, regulatory and social uncertainties will not prevent the Company from conducting its business. While the Company considers these assumptions to be reasonable based on information currently available, they are inherently subject to significant business, economic and competitive uncertainties and contingencies and they may prove to be incorrect. Forward-looking information speaks only to such assumptions as of the date of this release.
Readers are cautioned that the foregoing is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ from those anticipated. Forward-looking statements are not guarantees of future performance. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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