Healthcomp Evaluation Services Enters Into Strategic Relationship With Diligenti Group
SARASOTA, Fla.--(BW HealthWire)--Oct. 4, 2000--Healthcomp Evaluation Services Corporation (Pink Sheets:HCEV), a national provider of health-related compliance services, today announced that the Company has entered into a strategic relationship with Diligenti, a global life sciences group, through its US subsidiary, Diligenti, Inc.
Pursuant to the arrangement, Diligenti is expected to invest $5.0 million in Healthcomp Evaluation Services Corporation by year end. The initial tranche of $3.75 million was invested on September 21, 2000 in exchange for a convertible note; Diligenti has the option, subject to certain conditions, to make an additional investment of $1.25 million in HESc's common stock in the future. The convertible note matures on the earlier of March 31, 2001 or the date that Diligenti converts its note into common stock of the Company. In the event that the note is not converted, the Company would pay interest on the note at 20% per annum. Under the terms of the financing arrangement, Diligenti would, in certain circumstances, be able to convert the note into equity that would represent approximately 38% of the outstanding voting power of HESc. The combination of those shares of stock issuable on conversion of the note, together with the shares of stock issuable in connection with the additional $1.25 million investment that Diligenti has the option to make, would result in Diligenti owning shares of common stock representing 51% of HESc's fully diluted common stock. As part of the transaction, Thomas M. Hartnett has resigned from the Board of Directors of HESc and two designees of Diligenti have joined the Board.
In addition to the initial $5.0 million to be invested, Diligenti, through its various trading subsidiaries, and the Company will work closely together exploring new market opportunities as well as enhancing existing routes to market. Diligenti and the Company also plan to secure further on-going working capital as well as acquisition facilities to fund the Company's projected growth.
The proceeds of the loan have been used to finance the acquisition of the Preventive Services Division of U.S. HealthWorks, Inc. which the Company has separately announced today and to repay certain indebtedness and fund the Company's operations. While this arrangement helps address the Company's immediate working capital needs, additional funding is still required to sustain its operations and the continued growth of its core business and operations.
HESc specializes in the provision of data management services for employers' worker populations and furnishes substance abuse, worksite medical surveillance, and related employee health, wellness and screening services to corporate and government clients nationwide. Diligenti provides commercial solutions to the healthcare and life sciences industries in the United States and abroad.
Note Regarding Private Securities Litigation Reform Act: This press release contains forward-looking statements that involve a number of risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks detailed from time to time in statements and reports that HESc files from time to time with the Securities and Exchange Commission.
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