Medworxx Solutions Inc. and Aptean, Inc. Enter Into Definitive Agreement for Going Private Transaction - Seite 2

The Medworxx Board of Directors approved the Arrangement and the Arrangement Agreement following the report and favourable recommendation of the Special Committee comprised of independent directors George Elliott (Chair), Har Grover and Lee Matheson. The Medworxx Board intends to unanimously recommend that shareholders of Medworxx approve the Arrangement.

In coming to this conclusion, the Medworxx Board and the Special Committee each determined that the Arrangement is in the best interests of the Corporation and is substantively and procedurally fair to its shareholders. Evans & Evans, Inc., an independent advisor to the Special Committee, concluded that, as of August 26, 2015, based upon and subject to the analyses, assumptions, qualifications and limitations set forth in its valuation and fairness opinion delivered to the Special Committee, in addition to other factors that it considered relevant, the consideration being offered under the Arrangement to shareholders of Medworxx was fair, from a financial point of view, to such shareholders.

A copy of the Evans & Evans, Inc. fairness opinion, the factors considered by the Special Committee and the Medworxx Board and other relevant background information will be included in the management information circular (the "Management Circular") of the Corporation that will be sent to Medworxx shareholders in connection with the special meeting scheduled for October 8, 2015 (the "Meeting") to be called to consider and approve the Arrangement.

"After an extensive process, we are pleased to have come to terms on a transaction that has the full support of the Medworxx Board," said Daniel Matlow, Medworxx Chief Executive Officer. "We believe that the transaction offers strong value for Medworxx shareholders and serves the best interest of our employees, customers and business, and we look forward to working towards its successful completion."

"Aptean solutions are focused on increasing operational efficiency and improving customer service in a number of different industries," said Aptean CEO Kim Eaton. "The acquisition of Medworxx will enable us to expand these capabilities and experience into the healthcare sector."

The implementation of the Arrangement is subject to the approval of at least two-thirds of the votes cast at the Meeting by Medworxx shareholders present in person or by proxy. Completion of the Arrangement is also subject to certain customary conditions, including absence of a material adverse effect and the approval of the Superior Court of Ontario and is subject to acceptance for filing by the TSX Venture Exchange.