TELUS Health Solutions GP entered into an letter of intent to acquire the Canadian Assets from Nightingale Informatix Corporation (TSXV:NGH) for CAD 14.5 million on March 30, 2016. TELUS Health Solutions GP entered into an definitive agreement to acquire the Canadian Assets from Nightingale Informatix Corporation (TSXV:NGH) for CAD 14.5 million on July 13, 2016. The purchase price will be paid on closing excluding a holdback amount of CAD 2.15 million. The consideration also includes amount of CAD 0.54 million of account receivables. The sale represents a sale of substantially all of the Nightingale Informatix's Canadian assets. Nightingale will retain ownership of the intellectual property for its V10 (Nexia) EMR platform and rights to use its claims clearinghouse and the ability to use, commercialize or divest from such intellectual property in the global markets outside North America. In case of termination, Nightingale Informatix will pay CAD 1.5 million as termination fee. The acquisition also includes the transition of 42 Nightingale team members to TELUS Health. Nightingale Informatix’s Board of Directors after consultation with its legal and financial advisors and having considered a number of alternatives, has unanimously determined that the transaction is in the best interests of the Company and its shareholders, is fair from a financial point of view, and recommends the shareholders vote in favor of the transaction at a meeting to be held on August 30, 2016. Certain directors and/or senior officers of the Company and other shareholders, who collectively own approximately 57% of the outstanding Nightingale common shares, have entered into shareholder support agreements wherein they have agreed to vote their shares in favor of the transaction. The acquisition of Nightingale's Canadian operations is subject to customary closing conditions, including Nightingale shareholder approval, TSX Venture Exchange approval and regulatory approval and Nightingale Informatix's creditor’s approval. The transaction was approved by the shareholders of Nightingale Informatix on August 30, 2016. The transaction is expected to complete on December 31, 2016. The proceeds will be used by Nightingale Informatix to repay the secured debt which currently totals approximately CAD 10.4 million as well as other liabilities. PricewaterhouseCoopers Corporate Finance Inc. acted as financial advisor to the Board of Directors of the Nightingale Informatix. Lawrence Wilder, Jamie Firsten, Aly Somani, Zohar Barzilai, Adria Leung Lim and Bernice Karn of Cassels Brock & Blackwell LLP acted as legal advisor for Nightingale Informatix. Dennis Wong of Telus acted as in house counsel for Telus. TELUS Health Solutions GP completed the acquisition of the Canadian Assets from Nightingale Informatix Corporation (TSXV:NGH) on September 7, 2016. The total holdback amount is CAD 1.1 million.