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[MED-EMERG LOGO]
FOR IMMEDIATE RELEASE
PRESS RELEASE
Dr. Ramesh Zacharias
Chief Executive Officer
Med-Emerg International Inc.
Tel: 905-858-1368
Email: [email protected]
MED-EMERG INTERNATIONAL INC. AND 1STINHEALTH-Registered Trademark-, INC. SIGN
LETTER OF INTENT (NASDAQ: MDER, MDERW; NYSE: REL).
ROBERT STEINBERG FORMER PRESIDENT AND CHIEF OPERATING OFFICER OF RELIANCE GROUP
HOLDINGS, INC. AND FORMER CHAIRMAN AND CEO OF RELIANCE INSURANCE COMPANY TO HEAD
COMBINED COMPANY
TORONTO, CANADA OCTOBER 26, 2000 - Med-Emerg International Inc.
(NASDAQ: MDER-MDERW) today announced that it has signed a Letter of Intent to
acquire 1stinhealth-Registered Trademark-, Inc., a privately held corporation
located in Hasbrouck Heights, New Jersey. Dr. Ramesh Zacharias, Chief Executive
Officer of Med-Emerg International Inc., and Robert Steinberg, Chairman and
Chief Executive Officer of 1stinhealth, Inc. jointly made the announcement.
Terms of the Acquisition
The acquisition shall be made by a newly formed wholly owned subsidiary of
Med-Emerg International Inc. The Letter of Intent calls for Med-Emerg to issue
43,000,000 shares of Med-Emerg common stock in exchange for all the issued and
outstanding shares of capital stock of 1stinhealth. The parties intend the
Transaction to constitute a reorganization or tax-free exchange under the
Sections 368 and/or 351 of the Internal Revenue Code. Med-Emerg's current
operations, including all assets and liabilities, excluding HealthyConnect.com,
will be purchased by an entity in which Dr. Ramesh Zacharias, the current CEO of
Med-Emerg International, Inc. will participate as a shareholder, officer,
director and/or employee on terms acceptable to the boards of Med-Emerg and
1stinhealth. Seventy-five percent of Med-Emerg's share of HealthyConnect.com
will be distributed to shareholders of Med-Emerg prior to the closing of the
1stinhealth transaction. The remaining twenty-five percent shall remain owned by
the surviving company, which shall be renamed 1stinhealth, Inc. In the event
that the entity introduced by Dr. Ramesh Zacharias fails to close on the sale of
the non-HealthyConnect operations of Med-Emerg, excluding HealthyConnect.com, a
Director of the Company has committed to purchase the operations, assets and
liabilities for a $2 million secured note. Closing conditions of the acquisition
of 1stinhealth, Inc. include legal due diligence, financial due diligence,
execution of a definitive merger agreement, shareholder approval, the
effectiveness of a proxy statement/prospectus under the Securities Act of 1933,
obtaining financing to capitalize the surviving company, regulatory approval and
other customary terms and conditions.
"This transaction will give the shareholders of Med-Emerg International an
excellent opportunity to participate in an exciting new health, nutrition and
fitness initiative", stated William Thomson, chairman of Med-Emerg. "It also
provides a platform from which certain parts of the company can be rationalized
so as to provide greater opportunity for value enhancement to our shareholders."
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About 1stinhealth, Inc. (www.1stinhealth.com)
1stinhealth, Inc. is a transaction processing company. The Company operates a
health, fitness and nutrition benefit program with more than 500,000 contracted
participating providers and merchants. Members join either directly through
1stinhealth, or through corporations, unions, credit union, affinity groups,
banks, or other sources. The 1stinhealth member card enables card members to
obtain goods and services from participating providers and merchants while
obtaining the 1stinhealth Preferred Price Advantage-Registered Trademark-. The
Preferred Price Advantage is the savings the card member receives every time a
payment is made for goods or services with the 1stinhealth member card at a
participating provider or merchant. 1stinhealth receives a transaction fee,
which is net of all costs every time a transaction is processed, generating
positive cash flow for the Company with each transaction. Membership in the
1stinhealth benefit program is available for free to qualified applicants who
are required to link a credit card, debit card or checking account to the
1stinhealth card for payment for the goods and/or services purchased at
participating providers / merchants.
1stinhealth has eight (8) benefit programs incorporated in the 1stinhealth
member card including the following: Medical, including over 400,000
participating doctors and hospitals; dental, including over 40,000 participating
dentists; vision, including over 13,500 retail optical locations (including most
national chains such as Eyemasters and Pearle Vision), 7000 ophthalmologists and
1000 laser vision correction locations; RxPlus, including over 42,000 pharmacies
nationwide (including most national chains such as Walgreens, CVS Rite Aid and
Eckerd's. 14,000 different brand name vitamins are available at savings of up to
50% off retail prices and over 125 of the most frequently used generic
over-the-counter medications at up to 45% off the retail brand name equivalent);
alternative medicine, including over 35,000 providers; mental health, including
over 20,000 providers for both in and out-patient facilities; cosmetic and
beauty, including over 9000 providers of elective cosmetic medical and surgical
procedures, as well as facials, beauty salons, and laser hair removal providers;
and fitness, including over 5000 providers of fitness equipment, health clubs,
weight loss centers and smoking cessation programs.
1stinhealth processes all of its transactions, from enrollment of members to
merchant authorization, to payment to providers and merchants, through a virtual
paperless environment via its proprietary information technology system. The
Company was formed in June of 1999 and issued its first beta cards in November
of 1999. The Company developed two generations of its proprietary information
technology processing system and tested its system through approximately 2500
beta card members. The Company's third generation processing system is scheduled
for release in December 2000. The third version will allow 1stinhealth to issue
over 100,000 cards per week and handle in excess of 10,000 transactions per day
with a total redundancy of its systems, thereby assuring nearly 100% integrity.
The Company anticipates obtaining memberships to match their capacity of its
system in commencing January 2001 and beginning development of the fourth
generation of its information technology system in 2001 that will utilize an
Oracle Platform on Sun Microsystems servers that will exponentially increase the
Company's capacity to issue cards and process transactions.
About Med-Emerg International Inc.
Med-Emerg International Inc.'s (NASDAQ: MDER, MDERW) (www.med-emerg.com) current
operations include the coordination and delivery of emergency and primary
healthcare related
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services in Canada. These services include physician and nurse staffing and
recruitment, clinical management services, the development and management of
urgent care centers, and a comprehensive physician management program.
Med-Emerg owns approximately sixty-six percent of its subsidiary,
HealthyConnect.com, Inc. HealthyConnect.com (www.HealthyConnect.com) is an
Internet information technology company, that uses enabling technology to
link patients, physicians and services providers. HealthyConnect.com Inc. is
an e-Health industry participant providing connectivity, web-based products
and solutions to its rapidly growing patient and hospital network in the
United States and Canada.
This press release contains forward-looking statements regarding Med-Emerg's and
1stinhealth's business strategies and future plans of operations within the
meaning of Section 27A of the U.S. Securities Act of 1933, and Section 21E of
the U.S. Securities Exchange Act of 1934. Forward-looking statements involve
known and unknown risks and uncertainties. The Companies' risks and
uncertainties include, their ability to complete the merger, the merged entity's
ability to combine and work together and grow the companies, periodic downturns
in their industries, dependence on the Internet, timely acceptance of new
products and intense price competition in their industries. These and other
important factors, including those mentioned in various filings with the
Securities and Exchange Commission made periodically by the Companies (available
at www.sec.gov.), may cause the actual results and performance to differ
materially from the future results expressed in or implied by such
forward-looking statements. The forward-looking statements contained in this
press release speak only as of the date hereof and the Companies disclaim any
obligation to provide public updates, revisions or amendments to any
forward-looking statements made herein to reflect changes in the Companies'
expectations or future events.
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FOR MORE INFORMATION PLEASE CONTACT:
Med-Emerg International Inc.
Ramesh Zacharias, Chief Executive Officer, 905-858-1368
e-mail [email protected]
1stinhealth, Inc.
Robert Steinberg, Chairman and Chief Executive Officer, 201-696-4000
e-mail [email protected]
Additional Information and Where to Find It:
It is anticipated that the company to be formed through the
contemplated Transaction will file a Registration Statement on Form F-4 as
well as a joint Proxy Statement/Prospectus with the Securities and Exchange
Commission (the "SEC") in connection with the Transaction and that such joint
Proxy Statement/Prospectus, containing information about the Transaction,
will be mailed to the companies' shareholders. Investors and security holders
are urged to read the Registration Statement and the joint Proxy
Statement/Prospectus carefully when such documents become available. The
Registration Statement and the joint Proxy Statement/Prospectus will contain
important information about Med-Emerg, 1stinhealth, the Transaction, the
persons soliciting the proxies relating to the Transaction, their interest in
the Transaction and related matters. Investors and security holders will be
able to obtain free copies of these documents on the
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SEC's Website at HTTP://WWW.SEC.GOV. Free copies of the Registration
Statement and joint Proxy Statement/Prospectus will also be available through
contacting either Med-Emerg or 1stinhealth by telephone at (905) 858-1368 and
(201) 696-4000, respectively, or through the companies' Websites at
HTTP://WWW.MED-EMERG.COM or HTTP://WWW.1STINHEALTH.COM or by writing to
Med-Emerg International, Inc. at 2550 Argentine Road, Suite 205, Mississauga,
Ontario, Canada L5N 5R1 or to 1stinhealth at 777 Terrace Avenue, 2nd Floor,
Hasbrouk Heights, NJ 07604.
In addition to the Registration Statement and the joint Proxy
Statement/Prospectus, Med-Emerg files annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy
any reports, statements or other information filed by Med-Emerg at the SEC
public reference rooms at 450 Fifth Street, N.W. Washington, D.C., 20549 or
at any of the SEC's other public reference rooms in New York, NY or Chicago,
IL. Please call the SEC at 1 (800) SEC-0330 for further information.
