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Overtech to Purchase Leading German Intensive Care and Home Respiration Service Provider
|By Marketwired .
|September 3, 2014 11:01 AM EDT
STUTTGART, GERMANY -- (Marketwired) -- 09/03/14 -- Overtech Corp. (OTCQB:OVET) Overtech Corp. (the "Company" or "Overtech") announced today that it entered into a Share Purchase Agreement (the "Share Purchase Agreement") among Overtech, its wholly-owned subsidiary, Medicus Homecare Inc., Dr. Orhan Karahodza (the "Vendor"), Beatmungspflege 24 GmbH (the "GmbH") and Dr. Elmedina Adzemovic to acquire all of the issued and outstanding shares of the GmbH held by the Vendor. The GmbH was formed in February 2013 to acquire the businesses operated by Dr. Karahodza for several years.
The business of the GmbH is primarily the offering of medical in-home care services including ventilation for patients that suffer from debilitating diseases such as Amyotrophic Lateral Sclerosis (ALS), Muscular Dystrophy (MD), Guillain-Barre syndrome (GBS), and Chronic Obstructive Pulmonary Disease (COPD). Other services include Acute post-patient care, Respiration optimization and monitoring of long-term home respiration with nationwide care available within 24 hours for all respiration cases.
The GmbH currently operates in the Stuttgart area with 7 local checkpoints with plans to open additional checkpoints throughout all major Germany cities. The checkpoints are locations where nurses pick up medication, supplies and equipment prior to visiting the patients in their homes.
At the present time, the GmbH has 103 employees of which 80 are nurses responsible for maintenance and care of patients.
"Ambulatory care services and nursing care is a 27 billion EUR annual market in Germany and now as a result of the acquisition by Overtech, we will have access to the capital we require to expand across the major centers in Germany," commented Dr. Orhan Karahodza. "We will be servicing a market need that exists today and that is growing at increasing rate every year. The Germany market for Ambulatory care services is expected to reach 50 billion EUR in 2020."
For the year ended December 31, 2013 the GmbH reported unaudited revenues of approximately USD$5,500,000 and net income of approximately USD$1,900,000 giving net margins of approximately 34 percent.
(Readers are cautioned that these are unaudited numbers and audited numbers may differ significantly).
Under the terms of the Share Purchase Agreement, Overtech through its wholly-owned subsidiary, will acquire the GmbH. The Company's President, Dr. Elmedina Adzemovic, will transfer on closing 40,800,000 shares of Overtech held by her to Dr. Karahodza for consideration for the acquisition. As additional consideration the Company will also pay a sum of USD$100.00.
Following the Closing, Overtech will merge with its subsidiary and change its name to Medicus Homecare Inc. Also upon closing, Dr. Karahodza will join Overtech's Board of Directors and be appointed its President, Secretary and Treasurer and Dr. Adzemovic will remain a director and the Chief Financial Officer of Overtech.
A finders fee payable by the issuance of 2,000,000 shares of Overtech will be paid by Overtech on Closing.
Closing is subject to a number of conditions, including customary due diligence and the delivery by the GmbH of the audited financial statements for the GmbH and its predecessor businesses required to be filed by Overtech with the SEC.
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Overtech cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Overtech's control. Such factors include, among other things: risks and uncertainties relating to Overtech's business plan, Overtech's ability to raise sufficient financing and Overtech's limited operating history. There is no assurance that the required audited financial statements will be delivered or that the Share Purchase Agreement will close. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Overtech undertakes no obligation to publicly update or revise forward-looking information. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Overtech Corp. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.
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