Aptilon acquires Direct Medical Data and BLM Incorporated

Sep 19 2009

Aptilon Corporation ("Aptilon" or the "Corporation") (TSX-V: APZ), a leading provider of physician access through its innovative alternative sales and marketing channel, today announced that it has acquired from Direct Medical Data, LLC ("DMD"), of Illinois, and BLM Incorporated ("BLM"), of Illinois, substantially all DMD and BLM assets related to their healthcare marketing services (the "Purchased Assets").

"DMD's healthcare provider marketing services complement and expand our existing access to physicians," said Dr. Roger Korman, Chairman and CEO of Aptilon. "DMD's comprehensive healthcare provider database resources, especially its email database, are vital assets that will support the expansion of our online physician network. Aptilon has already distinguished itself as a company that successfully reaches and engages physicians in learning activities on behalf of pharmaceutical companies. Our existing customer relationships will open new sales channels for DMD services, which will be incorporated into our AxceIRx platform that continues to be adopted by pharmaceutical companies. In this way the acquisition combines the strengths of Aptilon and DMD to uniquely address the internet-based marketing needs of physicians and pharmaceutical providers."

DMD develops, markets and sells software applications that extract the value from healthcare provider databases which are licensed, sourced, or owned by DMD. DMD is a healthcare information company that provides comprehensive, accurate, and up-to-date medical and healthcare provider data. DMD has access to over 60 databases through licenses, strategic partnership or supplier relationships, representing the entire universe of medical/healthcare providers. DMD is a licensee of the American Medical Association (AMA) database. DMD assets include a permission-based email database that DMD has assembled of more than 500,000 unique healthcare practitioners. DMD's service offering is based on its enterprise-class, SQL relational database which enables DMD to create data-driven extracts that power client initiatives.

The purchase of the Purchased Assets has been made through DMD Marketing LP, a Delaware limited partnership (the "New LP"), and its wholly-owned subsidiary DMD Marketing Corp., a Delaware corporation ("Newco"), which are both indirect affiliates of Aptilon. The Purchased Assets include office equipment, accounts receivables, rights under various contracts, licenses and leases, intellectual property, books, records, files and other data and assets.

The total consideration for the Purchased Assets is estimated at US $31,677,072, subject to adjustment based on the net working capital as of the Closing Date, comprised of US $2,000,000 in cash, US $27,200,000 by way of non-convertible, non-interest bearing promissory note repayable on a monthly basis over a period of three years with a lump sum payment of approximately US $12,417,000 on the third anniversary of the Closing (or four years with a lump sum payment of approximately US $7,417,000 on the fourth anniversary of the Closing if New LP and Newco exercise an extension right), and approximately US $1,643,738 by the issuance of 15,000,000 common shares of Aptilon at approximately CDN $0.11163 per share. In addition, the purchasers assume various liabilities and obligations of the sellers including the assumption of a debt in the amount of approximately US $833,333 and the accounts payable of DMD.

The common shares of Aptilon issued pursuant to this acquisition are subject to a four-month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. The parties have agreed that certificates representing 7,500,000 of the 15,000,000 common shares of Aptilon will be put in escrow with an escrow agent for a period of one year. The escrow agreement provides for an early release of the shares in various circumstances including a take-over bid, an arrangement or a merger.

In their audited combined statement of Income for the year ended December 31, 2008, DMD and BLM reported $9.2 million in revenue and $549,000 in net income. The audited combined balance sheet of DMD and BLM as at December 31, 2008 reported current assets of $3.2 million, total assets of $5.9 million, current liabilities of $2.0 million and total liabilities of $2.8 million.

For the six-month period ended June 30, 2009, non-audited results of operations showed revenue of $4.3 million and net income of $305,000, $2.6 million in current assets, total assets of $5.3 million, current liabilities of $1.2 million and total liabilities of $2.0 million.

Subject to adjustments further to the transaction, pro-forma income statements indicates the EBITDA would be in excess of $4.0 million on an annual basis at the current level of revenue.

This transaction is entirely at arm's length. No finder's fee is payable. Blackmont Inc. has acted as an advisor for the transaction.

Concurrent Private Placements -----------------------------

In connection with the purchase of the Purchased Assets, Aptilon has proceeded with a concurrent private placement of 4,545,455 common shares for an aggregate amount of CDN $500,000 to SIPAR Inc., an investor dealing at arm's length. SIPAR Inc. has also purchased a non convertible debenture in the amount of CDN $1,000,000, bearing interest at 16% per annum and repayable in biyearly (twice a year) installments over a period of three years.

The Corporation also issued to another investor dealing at arm's length a non convertible debenture in the amount of US $500,000 and bearing interest at 12.5% per annum repayable on the third anniversary of its issuance. As consideration for the subscription of the debenture by the investor the Corporation has issued to it 2,300,000 warrants entitling to holder to subscribe to common shares of the Corporation at the price of CDN $0.25 per share until the third anniversary of their issuance.

The proceeds of these private placements will be used to fund the cash portion of the purchase price of the Purchased Assets. The private placements and the issuance of bonus warrants are subject to final approval of the TSX Venture Exchange.

The securities issued under the private placements will be subject to a four month hold period, in accordance with applicable securities legislation and policies of the TSX Venture Exchange.