Electronic Health Records

Rise Healthware to merge with Med Access

CALGARY – Rise Healthware Inc. announced that it has entered into an agreement with Med Access Inc., of Kelowna, B.C., under which Med Access will acquire all of the common shares of Rise.

The board of directors of both Rise and Med Access unanimously approved the agreement. An information circular, which will detail the arrangement, is expected to be mailed to the shareholders of Rise in early April, 2005.

The arrangement will require the approval of 66 2/3% of the votes cast by the shareholders of Rise, the approval of the Court of Queen’s Bench of Alberta and regulatory approval. A special meeting of Rise shareholders will be held in early to mid-May 2005, to vote on the Arrangement.

Officers, directors and shareholders of Rise, holding approximately 68.5% of the issued and outstanding shares of Rise, have agreed to enter into lock-up agreements to vote in favor of the arrangement. In addition, the board of directors of Rise has agreed that they will not solicit or initiate discussions or negotiations with any third party for any business combination.

Under certain circumstances, Rise and Med Access have agreed to pay a non-completion fee of $150,000 which is payable if the arrangement is not completed.

The management of Rise believes that this transaction represents a strategic growth opportunity for the corporation, by allowing the company to be more competitive in the growing EMR marketplace. Med Access is already an Alberta Government listed vendor under the POSP program offering the medical community VCUR conformance tested software. The arrangement will ultimately provide clients with product benefits such as:

• A web based product with secure access from anywhere;
• More responsiveness in new development and upgrades of the EMR;
• Built-in, verifiable backups that do not rely on clinical staff;
• An upgrade path from existing products.

Further, the arrangement will see the resulting entity on a firmer financial footing, as Med Access will be entering into the transaction with $1.5 million in cash. The new entity will benefit from the wealth of knowledge the two parties have in the industry, the companies said.