TSX Venture Exchange
Trading Symbol: EYC
TORONTO, Oct. 19, 2015 /CNW/ – Eyecarrot Innovations Corp (TSX-V: EYC) is pleased to announce that it has entered into a Letter of Intent to acquire the Guelph Vision Therapy Center (GVTC) from the Patrick Quaid Family Trust (the “Trust”). GVTC is the first clinic in Canada to integrate Occupational Therapy, Psychology, Speech and Language Pathology and Vision Therapy in a collaborative care effort. Together with GVTC, Eyecarrot is well positioned to improve the integration of vision care through a growing network of practitioners, thought leaders and community partners while leveraging innovative, cloud-based technologies. This strategic relationship brings together two companies with complementary strengths and cultures to achieve the ultimate goal of enabling the engineering of vision science through big data and innovation while growing revenues.
The addition of GVTC has the potential to expand Eyecarrot’s network and allow access to the intellectual property associated with clinical operations and management. GVTC provides a base for both research and clinical data collection for normative and oculomotor dysfunction populations within a “Gold Standard” Vision Performance centre. Eyecarrot intends to use this solid clinical and research based operation as its primary Beta testing site and operating model for additional centres of excellence in Ontario, with potential partners in New Jersey and California. Eyecarrot will create a new subsidiary to incorporate the addition of GVTC with Dr. Patrick Quaid continuing as Chief Scientific Officer (Binocular Vision) for Eyecarrot while continuing to operate GVTC with Eyecarrot management support. Together, Eyecarrot and GVTC will explore innovative and new market offerings in the clinic and its local surroundings that have the potential to generate strong returns on investment and offer long-term benefits for patients, customers and communities.
“Combining bricks and mortar to our strategy will allow us un-impeded access for real world product testing and development. It will provide an opportunity to create centres of excellence, allowing customers, consumers and patients access to our vision science initiatives as well as an ability to showcase newer high performance vision initiatives to patients and athletes, young and old,” Commented Dr. Brent Norton MD, President and CEO of Eyecarrot, “Further, it affords us an opportunity to grow our revenues through both clicks and bricks”.
“We are very excited to merge with Eyecarrot with the main goal of expanding collection and analysis of ocular data as it relates to both eye teaming and overall visual processing skills. Joining Eyecarrot will allow us to reach a much larger target audience who are often in desperate need of care. Eyecarrot and the Binovi product suite will allow us to develop and deliver very effective baselining and detection strategies in both school children and athletes. We are looking forward to the challenge of replicating the level of care that we provide at GVTC beyond our Guelph clinic through the development of innovative and disruptive technologies.” commented Dr. Patrick Quaid, OD, FCOVD, PhD, Owner and CEO of GVTC.
The Agreement dated October 16th, is binding on GVTC as to exclusivity and non-solicitation and remains subject to completion of final due diligence by Eyecarrot. Eyecarrot has paid a deposit of $250,000 to the Trust, of which 50% is refundable should Eyecarrot determine not to proceed. The aggregate purchase price of $2.5 million will consist of $1.875 million in cash and $625,000 paid through the issuance of common shares of Eyecarrot, as well as an instalment determined as the average EBITDA of the first 2 years post transaction, all payable over approximately 30 months. The transaction is subject to customary closing conditions, including necessary due diligence, regulatory clearance and is expected to close in February 2016 following execution of a definitive share purchase agreement.
As Dr. Quaid is the Chief Scientific Officer (Binocular Vision) for Eyecarrot and, together with his immediate family, the controlling holder of the Trust, the acquisition of GVTC constitutes a ‘related party transaction’ under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange Policy 5.9. Eyecarrot anticipates that it will rely on exemptions from the formal valuation and minority shareholder approval requirements of those policies (sections 5.5(a) and 5.7(a)) of MI 61-101 on the basis of the fair market value of the transaction not exceeding 25% of Eyecarrot’s market capitalization at the time the letter of intent was entered into.
About Eyecarrot
Eyecarrot is building the BinoviTMCloud, a universal system for testing and measuring a human’s Oculomotor Sensory System and vision performance centres of excellence.
About Guelph Vision Therapy Center
GVTC (www.gvtc.ca) was the first clinic in Canada to integrate Occupational Therapy, Psychology, Speech and Language Pathology and Vision Therapy in a collaborative care effort to serve patients with a wide variety of problems that adversely affect their quality of life. They provide vision therapy for patients with eye teaming issues and aim to improve lives through better coordination of eyes, brain and body.
On behalf of the Board of Directors
Brent Norton
President & CEO
Telephone: 1.855.416.7158 – 416.943.6271
Forward looking information
Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company’s financial condition and development plans do not change as a result of unforeseen events and that the Company obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company’s financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company’s continuous disclosure filings filed under the Company’s profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
