|By Marketwired .||
|March 31, 2014 09:15 AM EDT||
SCOTTSDALE, ARIZONA -- (Marketwired) -- 03/31/14 -- The Board of Directors of Certive Solutions Inc. (the "Company or Certive") (CSE:CBP) is pleased to announce the signing of a letter of intent to acquire substantially all of the assets of Titan Health Management Solutions Inc. ("Titan") of Tucson, Arizona.
Titan specializes in partnering with hospitals to enhance their revenue cycle management. Titan provides a wide range of services, including zero balance audit and recovery, denial management, early out / insurance accounts receivable collections, third party liability collections, and billing and collection support services. Titan has developed expertise and unique processes that enhance revenue and assist hospital financial services staff, recovering over USD$10,000,000 annually for its hospital partners. Titan has established credibility as a valuable resource to hospitals and works diligently to identify and recover previously unidentified sources of revenue without impacting the hospital's already overburdened administrative staff. With over 40 employees engaged in the revenue cycle process at Titan's Arizona offices, and over 25 hospitals currently under contract, Titan is a valuable resource to its hospital partners. Titan was proud to celebrate its 12th year of operations in February.
On March 11, 2014 Certive announced a strategic relationship with Titan and on March 20, 2014, Certive and Titan jointly announced the launch of a claims recovery collaboration for a group of medical practitioners located in Phoenix, Arizona. During this period of time, it became apparent that Titan and Certive could mutually benefit by combining technology, business development, financing, and domain expertise.
The combination brings to Certive a legacy business with quantified revenue and customers, established credibility in the U.S. hospital revenue lifecycle recovery market, as well as deep connectivity with senior executives and decision makers presently employed by U.S. hospitals. Titan presently generates approximately USD$2,000,000 in gross revenues annually and is on track to achieve an annualized revenue run rate of approximately USD$6,000,000 by December 31, 2014.
For Titan, the combination represents access to technologies that will provide immediate and long-term scale to its business and the capital necessary to effectively expand sales and marketing efforts that drive significant growth.
Certive and Titan will enter into a definitive acquisition agreement whereby the consideration for the acquisition of the operating assets and intellectual properties of Titan (Titan Assets) will be paid for by cash, a convertible note, common shares by way of a bonus and preferred shares that are convertible into common shares on the occurrence of certain stated events. The consideration contemplated in the definitive acquisition agreement will include a convertible promissory note setting out the terms upon which conversion into common shares of Certive may occur and the deemed exercise timing and price. The definitive acquisition agreement will also include the timing for payment of the cash portion and other consideration for the transaction. The note will define default provisions with respect to payment terms.
Certive anticipates the acquisition to close on or about June 30, 2014.
The transaction is proposed on the following basis:
a. The agreed purchase price for 100% of the scheduled operating assets and intellectual properties of Titan shall be paid in cash, bonus shares, convertible notes and preferred shares secured by the acquired assets and evidenced by a security agreement and a UCC-1 filing. The purchase price shall be payable in cash in the amount of USD$237,000, a convertible note in the amount of USD$1,800,000, a 20% bonus of 1,000,000 common shares on closing, and 1,250,000 preferred shares which will be convertible into 1,250,000 common shares at a deemed price of $0.35 per share. b. Prior to December 31, 2014 the note may be converted at Certive's discretion, a per the stated terms and conditions, into 2,250,000 common shares of Certive at a deemed conversion price of $0.80 per share, subject to the conversion condition noted below in this paragraph. The note may be converted on or after December 31, 2014 at Titan's discretion, however interest accruals will cease on that date. The note will bear interest at the rate of 5% per annum, which interest can be paid in cash or shares on a quarterly basis at Titan's sole option. If interest is paid in shares, the shares will be issued at prevailing market prices from time to time subject to regulatory approval. In the event that the market price for Certive's shares is less than CDN$0.80 on the date at which conversion is elected, the conversion price shall be that prevailing market price at the close of trading on the day immediately preceding notice of conversion or a minimum of CDN$.40 per share. In the event that the prevailing market price for Certive's shares in greater than the CDN$0.80 price then the conversion price shall be CDN$0.80 per share. c. That part of the acquisition price to be paid by way of the bonus shares will be issued based upon a factor of 20% of he face value of the convertible note, converted to shares at a deemed price of $0.35 per share for rounded total of approximately 1,000,000 shares, subject to regulatory approval. d. That part of the acquisition price to be paid in preferred shares, which are convertible into common shares, shall be convertible based upon the following: -- For every USD$4.00 in cumulative Capital Cost Recovery revenue generated by Titan Assets, Titan will be entitled to convert 1 preferred share of Certive to 1 common share of Certive. Titan Assets shall have three years to achieve these milestone set out in this clause. -- For incremental increases in monthly revenues exceeding a base monthly revenue of USD$160,000 (USD$2,000,000 annually) and totalling USD$125,000 per month incrementally for a period of three months or more, Titan shall be eligible to convert 625,000 preferred shares to 625,000 common shares of Certive. Titan shall have three years to achieve the milestone set out in this clause. e. Concurrent with closing Titan will be entitled to nominate one member to the Board of Directors. f. As a condition of the acquisition, employment agreements or consulting contracts will be negotiated on an acceptable basis to both parties.
The acquisition is conditional upon execution of a definitive acquisition agreement, form of convertible promissory note, issuance of common shares contemplated by the bonus, and approval of the issuance of all preferred shares subject to the Earnings Performance Test.
The Company proposes to pay a finder's fee in connection with the acquisition, in accordance with governing regulatory policies.
The transaction is subject to prior regulatory approval. Insofar as the transaction does not represent a change of control or a change of business, shareholder approval is not required.
As part of this acquisition, Certive welcomes the addition of two key Titan executives to the Certive team:
Thomas J. Hoehner, JD MBA, Titan Chief Executive Officer, brings a wealth of knowledge and over 18 years of experience in the health care profession. He led the turn-around in operations for Health Net of Arizona, significantly improving all customer service metrics and assisting with the financial turnaround of the plan. He also served at Aetna U.S. Healthcare, where he served as Chief of Staff for Aetna's Western Division. Prior to this position he served as a Director of Operations where he was responsible for 1,400 employees involving data entry, claims, billing and eligibility, customer service, finance, and internal consulting. Thomas has also served in financial positions at Prudential Healthcare, Daniel Freeman Medical Center, and Centinella Hospital Medical Center in the Los Angeles area. Thomas has a Juris Doctorate degree from the University of Florida College of Law, and has his MBA and Bachelor's degrees from Michigan State University. Thomas has 20 published articles in various medical journals, is a member of the International Law Society at the University of Florida, and holds membership in the California Bar, the American Bar Association, and the John Marshal Bar Association.
Todd E. Hisey, MHA, Titan Chief Operating Officer, has over 15 years of management experience in a diverse array of health care organizations including health plans, medical groups, and physician offices. Prior to founding Titan Health Management Solutions, Inc., he served as the Director of Operations Services for Health Net of Arizona, where he was responsible for Medical Claims Review, Claims Recovery, Audit/Quality, Operational Reporting, Policy and Development, Training, and Project Management. He has also held operational, strategic planning, and financial positions at Aetna US Healthcare, HealthCare Partners Medical Group, and PacifiCare Health Systems. A consistent focus throughout his career has been on controlling and managing health care costs, including critical review of Provider/Health Plan contract reimbursement language, and maximizing the nuances of claim coding standards to minimize medical expenditures. Todd holds a Masters in Health Administration from the University of Southern California and a Bachelors of Science degree from UCLA.
Titan Health CEO, Thomas Hoehner, stated that the transaction represents the opportunity we have been looking for, in which to combine strategically with an aggressive, well-funded, cloud based technology organization, thus injecting the technology and capital necessary to drive significant growth in revenues as we add a new dimension in scalability to our existing business.
Van Potter, CEO of Certive, commented that "Titan brings to Certive connectivity within the Revenue Life Cycle Management market, customer access, established relationships, and the infrastructure and all regulatory compliance to enable us to rapidly scale our healthcare cloud based solutions. We will leverage this attractive acquisition to seek other opportunities for customer growth over the following months."
ON BEHALF OF THE BOARD OF DIRECTORS OF CERTIVE SOLUTIONS INC.
Van Potter, President, CEO, Director
About Certive Solutions Inc.
Certive Solutions Inc. (Scottsdale, Arizona) provides cloud revenue cycle management solutions to U.S. hospitals, delivered collaboratively, utilizing proprietary workflow document management and analytics technologies tailored to healthcare business processes. Certive is currently focused on the denied claim segment of revenue cycle management. Certive's solutions enhance the efficiency and effectiveness of denied claims recovery in a revenue sharing relationship that improves hospital net operating results.
The forward-looking information contained in this press release is made as of the date of this press release and except as required by applicable law, the company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires the company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information. Neither the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certive Solutions Inc.
Chief Financial Officer
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
Oct. 1, 2016 04:30 PM EDT Reads: 1,317
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Oct. 1, 2016 04:00 PM EDT Reads: 3,729
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, will discuss how VPaaS enables you to move fast, creating scalable video experiences that reach your ...
Oct. 1, 2016 04:00 PM EDT Reads: 1,303
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
Oct. 1, 2016 03:45 PM EDT Reads: 606
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Oct. 1, 2016 03:30 PM EDT Reads: 1,198
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...
Oct. 1, 2016 03:30 PM EDT Reads: 1,765
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at Logz.io, will explore the value of Kibana 4 for log analysis and will give a real live, hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He will examine three use cases: IT operations, business intelligence, and security and compliance. This is a hands-on session that will require participants to bring their own laptops, and we will provide the rest.
Oct. 1, 2016 03:15 PM EDT Reads: 2,519
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Oct. 1, 2016 03:00 PM EDT Reads: 3,067
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
Oct. 1, 2016 01:30 PM EDT Reads: 870
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Oct. 1, 2016 01:00 PM EDT Reads: 5,191
SYS-CON Events announced today the Enterprise IoT Bootcamp, being held November 1-2, 2016, in conjunction with 19th Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA. Combined with real-world scenarios and use cases, the Enterprise IoT Bootcamp is not just based on presentations but with hands-on demos and detailed walkthroughs. We will introduce you to a variety of real world use cases prototyped using Arduino, Raspberry Pi, BeagleBone, Spark, and Intel Edison. Y...
Oct. 1, 2016 12:30 PM EDT Reads: 3,128
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Oct. 1, 2016 12:30 PM EDT Reads: 5,550
What are the new priorities for the connected business? First: businesses need to think differently about the types of connections they will need to make – these span well beyond the traditional app to app into more modern forms of integration including SaaS integrations, mobile integrations, APIs, device integration and Big Data integration. It’s important these are unified together vs. doing them all piecemeal. Second, these types of connections need to be simple to design, adapt and configure...
Oct. 1, 2016 12:30 PM EDT Reads: 664
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Oct. 1, 2016 12:30 PM EDT Reads: 2,341