19:49:01 EDT Thu 31 Oct 2024
Enter Symbol
or Name
USA
CA



Pluribus Technologies Corp
Symbol PLRB
Shares Issued 15,960,249
Close 2024-05-09 C$ 0.135
Market Cap C$ 2,154,634
Recent Sedar Documents

Pluribus closes sale of two subsidiaries for $5.07M

2024-05-10 18:12 ET - News Release

Mr. Richard Adair reports

PLURIBUS TECHNOLOGIES CORP. ANNOUNCES SALE OF TELEMED DIAGNOSTIC MANAGEMENT INC. AND TDM TELEHEALTH TECHNOLOGY LTD.

Pluribus Technologies Corp. has closed the sale of substantially all of the assets, tangible and intangible, of its wholly owned subsidiary, TeleMED Diagnostic Management Inc., and all of the issued and outstanding fully diluted shares of its wholly owned subsidiary, TDM Telehealth Technology Ltd., for an aggregate purchase price of $5.07-million, payable in cash, pursuant to the terms of an asset and share purchase agreement dated May 10, 2024.

"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 2.5 times increase in [earnings before interest, taxes, depreciation and amortization], highlighting our ability to significantly improve businesses through effective practices and revenue growth strategies," stated Diane Pedreira, chief operating officer of Pluribus 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) $4.17-million in cash on the closing date of the transaction; (ii) $400,000 in cash within 10 business days of the fulfilment of certain conditions pursuant to the purchase agreement; (iii) $200,000 in cash on, or within 15 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; and (iv) $300,000 in cash on, or within 15 business days of, the first anniversary of the closing date of the transaction. 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 from the closing payment a total of $2.65-million pursuant to the terms of the previously announced forbearance agreement dated Jan. 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 adviser 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 cash flow from operations in its existing portfolio companies.

We seek Safe Harbor.

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