DRM Ventures Announces Agreement in Principle and a Change in Board Composition
07 October 2010 - 4:16AM
PR Newswire (Canada)
TORONTO, Oct 6 /CNW/ -- SYMBOL:DRM.P TORONTO, Oct 6 /CNW/ - DRM
Ventures Inc. ("DRM") (TSX-V:DRM.P) announced today that it has
entered into an agreement in principal with Tellurian Healthcare
Business Services ("Tellurian") in respect of a proposed
"qualifying transaction" for the purposes of the policies of the
TSX Venture Exchange (the "Exchange"). Under the letter agreement
it is proposed that DRM, a capital pool company listed on the
Exchange, will acquire all of the issued and outstanding securities
of Tellurian or complete some other form of transaction that has
the same effect. Shares of Tellurian will be exchanged for shares
of DRM at a price of $0.20 per share, such that following the
exchange, current holders of DRM shares will hold approximately 24%
of DRM shares and current holders of Tellurian shares will hold
approximately 76% of the DRM shares. Completion of the transaction
is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all. The
parties have agreed to commence due diligence and apply for a
waiver of sponsorship from the Exchange or to find a sponsor for
the transaction if a waiver is not granted. Tellurian is a private
healthcare business services company located in Vancouver, BC with
offices in Irvine, California. Tellurian provides a wide range of
business services to physician practices including specialized
systems which aim to increase profits and revenues to physician
practices. In the United States, recent and continuous changes to
healthcare regulation have created additional opportunities for
Tellurian's services. A press release with further particulars
relating to the proposed transaction will follow in accordance with
the policies of the Exchange. Additionally, DRM is pleased to
announce the appointment of Paul Stinson to the board of directors.
Stinson is currently President of Capra Consulting International
Inc., where he advises global healthcare companies. His previous
experience includes (i) Director General of Human Proteome
Organisation (HUPO) where he established an international
scientific consortium, (ii) Executive Director of BC Biotech from
2001 to 2004 where he helped secure British Columbia's recognition
as a leader in Life Sciences, and (iii) Managing Director of
Boehringer Mannheim (BMI) where he initiated strategic alliance
negotiations for BMI with an Indian partner, resulting in a merger
between BMI and a major Indian healthcare conglomerate. "Paul has a
deep understanding of global healthcare, we are excited about the
energy and intensity he brings to the board," said Amin Khalifa,
Chairman of DRM. In connection with Mr. Stinson's appointment to
the board he acquired 50,000 shares of DRM from one of the existing
directors of DRM, which shares are subject to escrow. Mr. Stinson's
appointment follows Michael Salter's resignation from the board of
directors. DRM would like to thank Mr. Salter for his efforts on
the board. Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. This
news release may contain forward-looking statements that are based
on DRM's expectations, estimates and projections regarding its
business and the economic environment in which it operates. These
statements are not guarantees of future performance and involve
risks and uncertainties that are difficult to control or predict.
Therefore, actual outcomes and results may differ materially from
those expressed in these forward-looking statements and readers
should not place undue reliance on such statements. Statements
speak only as of the date on which they are made, and DRM
undertakes no obligation to update them publicly to reflect new
information or the occurrence of future events or circumstances.
pAmin Khalifabr/Chief Executive Officerbr/DRM Ventures Inc.br/a
href="mailto:aminkhalifa@mac.com"aminkhalifa@mac.com/a/p
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