Move Will Add Transformative Medical Technologies Products and Services Suite to Natcore Portfolio
Delray Beach, FL - (January 21, 2020) - Natcore Technology Inc. (TSX-V: NXT; OTCQB: NTCXF), a technology research and development company with patents in the solar and medical fields; Shuler Investment Partners, LP; and CareONE Global, LLC (along with its subsidiaries) have made significant progress towards achieving profitability for Natcore.
On November 5, 2018, Natcore Technology Inc. (Natcore) announced the signing of a non-binding memorandum of understanding with Shuler Capital Corp (Shuler) regarding a proposed merger whereby certain Shuler interests would become wholly owned subsidiaries of Natcore. The proposed transaction was in anticipation of shifting economics—as solar power generation costs have substantially fallen due to technology advances—and broader economies of scale from global implementation. This shift could effectively reduce potential revenues to Natcore and consequential shareholder value.
Shuler principal Owen Shuler has been active in the solar energy space for over four decades, as well as industrial manufacturing and technology R&D, patents issued and technologies integration since 1997.
Engaging Shuler with a renewed vision for opportunities in healthcare services and medical technologies, while preserving its renewable power and carbon credit opportunities, positions Natcore and its shareholders to participate in a diversified basket of assets and cash flows. While healthcare is a primary focus of the contemplated transaction, developing strategic options with Shuler will provide Natcore with additional pathways to value and options for monetization of its patent portfolio.
Shuler Investment Partners, L.P. (SIP), a Delaware limited partnership, was formed by Shuler in June of 2019 as a family sponsored investment platform and continues to consolidate certain healthcare intellectual properties and operating service companies through newly formed CareONE Global, LLC (“C1G”) including its subsidiary PulseONE Global, LLC (“PulseONE”), both Delaware limited liability companies.
PulseONE has acquired global intellectual property rights and assets of EMED4ALL Hungary LTD., E-MED4ALL Europe LTD., and E-MED4ALL USA, LLC to commercialize advanced remote monitoring products for cardiovascular, pulmonary and other medical conditions, as well as proprietary pulse wave biometric algorithms for product development in defense and other IT security and cyber warfare applications.
The PulseONE remote monitoring device is a smart phone app that connects via an off-the-shelf pulse oximeter to remotely prescreen patients at risk of heart attack, stroke, diabetes or other medical conditions typically associated with expensive, disruptive and life-threatening catastrophic events. The app largely mitigates the need for physician office visits that can represent expensive and oftentimes logistically challenging burdens for many patients by providing the physician with the patient’s real-time conditions-based data in minutes via electronic transmission to the physician’s office or hospital from any patient location. Allowing the physician to read real-time indicators of a patient’s condition at the physician’s desktop reduces overall engagement time to seconds, and the app can include periodic screening on an hourly, daily, weekly, monthly or bi-monthly basis while providing a historical catalog of the patient’s condition which is useful in determining treatment protocols.
C1G product and service offerings include PulseONE; genomic and genetic testing; pharmacy delivery and medicinal adherence; revenue-cycle management (typical but inefficient provider driven expenses are optimized in the C1G model); and other aspects of wellness and preventative care. These offerings fully integrate the critical aspects of care through a single point of service and engagement platform including health maintenance and preventative care solutions, thereby reducing the overall expense to health plan sponsors. This optimization of reimbursement processes, reductions of ineffective or detrimental pharmacy consumption, inclusive health screening through remote monitoring with advanced treatment protocols will reduce total cost of care, improve quality of care and quality of life outcomes, and dramatically reduce the health plan sponsor’s per-patient investment and reduce the cost of our public obligation to military veterans, elderly and lower-income populations.
C1G will provide physicians and hospital systems with enhanced revenue recovery through more efficient billing and reimbursement systems and procedures, thereby optimizing physicians’ net revenue while reducing plan sponsor and administrator expenses. Malpractice risks by providers are lowered as more accurate conditions-based data, correct medicinal prescriptions and adherence with wellness solutions collectively reduce adverse medication induced side effects or invasive surgical procedures where malpractice claims are more common. Accordingly, an independent proprietary medical malpractice insurance product offering through a joint venture with a third-party underwriter/manager is being contemplated.
C1G and its subsidiaries would become wholly owned subsidiaries of Natcore. SIP would bring to the merger U.S. $50 million in cash equity to Natcore without any indebtedness to the transaction. A reverse split of existing Natcore shares, followed by an issuance of shares to SIP would create a supermajority equity interest (i.e., greater than 90% but less than 100%) along with operating and management control of Natcore. SIP is a closed-end investment company and has not yet been required to perform or prepare a financial audit.
Natcore previously requested a trading halt to advance the proposed transaction by allowing all relevant information regarding the specific assets and companies that would be part of the merger to be finalized and made public. Unless otherwise required by the Toronto Venture Exchange, Natcore intends to seek an exemption from the sponsorship requirement. As previously noted, the proposed transaction is arm's length, and additional news releases will be issued containing further details.
Mr. Shuler notes that, “While it has taken longer than originally anticipated, I can assure shareholders and interested parties that everyone involved in this proposed transaction has worked relentlessly to assemble an extraordinary group of assets. Our goal has been nothing less than to revolutionize modern medical care. CareONE Global is the result of my lifelong exposure to, involvement with and proposed solutions to healthcare – from a family owned and operated 68-bed skilled care nursing facility founded in 1954, to a Shuler-led physician practice management model created in 1997, which was recognized in 2018 by former Obama care principals as a holistic solution that could be adopted on a non-partisan basis with bi-partisan support as a corrective solution to our national, and potentially the global, healthcare crisis.” Mr. Shuler further notes that, “Optimization, integration and utilization of modern medical discoveries and tools inside a fully secure patient information network further sets CareONE Global apart from anyone else by remediating the fragmented and ‘territorial’ methodologies of healthcare information management companies today.”
According to Chuck Provini, Natcore president and CEO, “Natcore’s business model has always been to align with a group that could maximize our technology and grow our research capability. Shuler Investment Partners – through this merger with CareONE Global and its subsidiaries -- can do both. Additionally, the medical industry is independent from or even counter-cyclical to alternative energy, thereby providing and maintaining consistent shareholder value during ebb and flow of economic cycles.”
To facilitate the acquisition of these valuable medical technology operations, the Natcore board has approved a reverse split of current shares outstanding and warrants and a subsequent issuance of shares to Shuler Investment Partners, LP, as noted above. Natcore anticipates issuing additional press releases over the coming weeks to provide further details and information on the proposed transaction.
Subject to all necessary and required regulatory actions and approvals, Natcore looks forward to a return to trading on the Toronto Venture Exchange shortly after the closing of the proposed transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, disinterested shareholder approval. Further, there can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Natcore Technology Inc. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Questions on This Press Release May be Directed to:
Chuck Provini, President & CEO