MyMedicalRecords, Inc. and Favrille, Inc. Close Merger
Wednesday January 28, 2009, 9:04 am EST
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COMBINATION TO PROVIDE BROADER ACCESS TO INVESTMENT COMMUNITY AT AN EXCITING TIME IN INFORMATION MANAGEMENT IN THE HEALTHCARE INDUSTRY
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{"s" : "fvrl.ob","k" : "c10,l10,p20,t10","o" : "","j" : ""} LOS ANGELES, Jan. 28 /PRNewswire/ -- MyMedicalRecords, Inc. ("MMR"), a company that uses its proprietary technology to offer products that facilitate consumer access to medical records and vital documents, and Favrille, Inc. ("Favrille") (OTC Bulletin Board: FVRL.OB - News) today announced completion of the previously-announced merger that makes MyMedicalRecords a wholly-owned subsidiary of Favrille. Current MMR President and CEO, Robert H. Lorsch, will lead the combined company (the "Company") as Chairman, President and CEO. The headquarters of the Company will now be in Los Angeles, California, and the Company will also now conduct all business under MyMedicalRecords' brands and identity. The Company intends to promptly change its legal name to "MMR Information Systems, Inc.," and until a new trading symbol is obtained, will continue to trade on the OTC Bulletin Boards under the symbol "FVRL.OB."
As a result of the merger, the Company ceased being a shell-company and will now focus on building and developing its online record storage service for Personal Health Records, MyMedicalRecords PHR, and its new product, MyEsafeDepositBox, which offers consumers a system for storage and management of personal and financial records in addition to medical records using the same patent-pending proprietary technology that supports the MyMedicalRecords PHR. Built on an integrated Internet/fax/voicemail platform, these products offer a secure, easy-to-navigate, digital record system, allowing users to safely store, file and manage medical records and other vital documents (such as passports, living wills, birth certificates, advance directives, insurance policies and financial records), giving consumers and healthcare professionals the ability to create and access a PHR or electronic safe deposit box 24 hours a day from anywhere in the world using the Internet.
The Company is also working on its MyMedicalRecords Pro service, which is designed to offer physician's offices a cost-effective solution for digitizing paper-based medical records for both back-file and day forward electronic documentation, and intends to complete product development and launch by the end of the fourth quarter of 2009.
"We believe the business combination gives MMR broader access to the investment community, which should accelerate the Company's continued growth," said Lorsch. "President Barack Obama has said that his administration will 'make the immediate investments necessary to ensure that, within five years, all of America's medical records are computerized. This will cut waste, eliminate red tape and reduce the need to repeat expensive medical tests. But it just won't save billions of dollars and thousands of jobs; it will save lives by reducing the deadly but preventable medical errors that pervade our health care system.' In light of these statements, we believe that the United States is at a major turning point with respect to information management within the healthcare industry. Further, we believe that giving consumers the ability to maintain their most important records, their healthcare records, in a secure online system that they control is the way of the future. Because our MyMedicalRecords PHR provides the ability to get plain paper records into an online PHR account without the need for expensive hardware or software, and accepts records from all types of providers, we believe that the Company is well positioned to address these needs."
"We believe that the combination of Favrille and MMR offers our creditors and stockholders the best available outcome," said John P. Longenecker, former President and CEO of Favrille. "In addition, we look forward to a successful future for the Company given the value in making Web-based electronic Personal Health Records as much a part of everyone's life as electronic banking."
Merger Overview
For legal purposes, Favrille is acquiring MMR although the combination will be accounted for as a reverse acquisition with MMR deemed to be the "acquirer" for accounting and financial reporting purposes. As consideration in the business combination, Favrille has issued (or reserved for issuance) 92,599,196 shares of its common stock to former shareholders (and option holders and warrant holders) of MMR. After closing the merger and on a fully diluted basis, the former holders of MMR's equity now own (or have the right to acquire) approximately 60% of the Company's equity.
As contemplated by the merger agreement, Robert H. Lorsch, Hector V. Barreto, Jr., David A. Boyden, Douglas H. Helm, George Rebensdorf, Bernard Stolar, and Jack Zwissig will serve as the Directors of the Company, with Robert H. Lorsch serving as Chairman. Robert H. Lorsch will also serve as CEO and President and Naj Allana will serve as Chief Financial Officer.
John P. Longenecker, Ph.D. has resigned as President and CEO of Favrille and Tamara A. Seymour has resigned as CFO and Secretary of Favrille. Both have agreed to serve in a transition role during the integration of the companies, after which time each will resign from the Company.
In addition, as contemplated by the merger agreement, the transactions contemplated by the Company's Creditor Plan were entered into, including the issuance to creditors of Favrille of warrants to acquire up to 10,000,000 shares of common stock at an exercise price of $0.12 per share as contemplated by the Creditor Plan.
The Board of Directors of Favrille, Inc. also announced today that it intends to retain the investment banking firm Houlihan Smith & Co. to provide financial advisory services. Joseph Lunkes, Senior Managing Director at Houlihan Smith, stated, "The MyMedicalRecords Personal Health Record system is designed to appeal to both individuals and their physician practitioners. It addresses the growing interest in organizing consumer health information and recent and anticipated federal legislative mandates. We believe in the strength of their business plan and look forward to lending our financial experience and expertise to the Company's management and Board."
