Startrack Communications Limited is pleased to announce that it has entered into a conditional acquisition agreement with Medepartner Limited ("Medepartner") to acquire the company. Medepartner has developed a unique technology application, the Integrated Care System, which has significant potential to reduce the cost of illness and injury insurance claims whilst optimising patient care and providing streamlined and seamless access to medical professionals.
THE INTEGRATED CARE SYSTEM (ICS)
ICS is an application system comprising data collection, collation, tracking, monitoring and process management functions for claimants, insureds, suppliers/providers, and service providers. The system architecture allows new or emerging technologies to be utilised for business advantage. For example, support for wireless devices that enables users to perform on-site assessment and/or investigation and capture data in real-time, removing traditional paper transactions. Also, web based enquiries can be utilised by stakeholders for real time access to relevant information. This translates into quicker customer response and lower transaction costs for the buyer. The ICS system has many synergies with the current data and technology support services being by provided by the Company in respect of the Startrack tracking system.
Medepartner's system offers a number of functions which include:
DOCUMENT EXCHANGE
The document exchange system allows for real-time secure document transfers and messaging for health professionals. Utilising the Internet for communication and document encryption to ensure security and privacy, the document exchange system can be used for any electronic documents including medical certificates, invoices and reports. The system allows for tracking of documents from end to end and document status monitoring.
PROVIDER TRACKING
The provider tracking solution provides automation, monitoring and tracking of provider activities such as patient consultations, referrals, on-site assessments and treatments. Monitoring and tracking allows for provider assessment and benchmarking, fraud detection and decision support.
CASE TRACKING
The case tracking component is utilised for tracking and monitoring a patient's progress and activities through the duration of their case. This component of the system includes the following features:
* Workflow Management * Contact Management * Triaging/Streaming * Validation (rules-based automation) * Assessment * Medical Management & Care Planning (using industry clinical guidelines) * Activity Management (eg Case notes, To Do's) * Investigation & Surveillance (document management) * Settlement
STRATEGY
Medepartner has developed a national business strategy that is aimed at positioning the company as the dominant player in the provision of employee health and return to work practices for Insurers, Self-Insurers and major corporations. It also intends to further expand its service provision in the illness and injury management arena.
TARGET MARKETS
The target market for introduction of services is:
The main conditions to be satisfied in order for Startrack and Medepartner to proceed with the transaction are as follows:
(a) The shareholders of Startrack passing all resolutions as are required under the ASX Listing Rules and the Corporations Act to give effect to the transactions contemplated by the Agreement including, but without limitation, any application of Chapter 11 of the ASX Listing Rules;
(b) The shareholders of Medepartner passing all resolutions as are required under the Corporations Act and entering into appropriate agreements to give effect to the transactions contemplated by the Agreement;
(c) Startrack completing a placement of approximately 26,500,000 Startrack Shares at a price of 0.3 cents per share to raise approximately $80,000 and a proposed entitlement issue by way of a share purchase plan to the shareholders of Startrack on the terms and at a price as determined by Startrack and Medepartner having regard to the capital needed to further commercially exploit the Integrated Care System; and
(d) The current convertible note holder in the Company, Graceford Holdings Limited, converting part of its existing convertible note debt to approximately 40,000,000 Startrack Shares and assigning a further approximately $160,000 of the convertible note to new investors introduced by Medepartner. In effect, approximately $320,000 will be added to the net asset position of the Company.
* Consideration Terms
The acquisition terms payable upon completion are as follows:
(a) 203,500,000 Startrack Shares at 0.5 cents per Startrack share (50% of the Shares subject to a voluntary 6 month escrow from the date of issue and 50% subject to a voluntary 12 month escrow); and
(b) incentive based payments of Startrack Shares upon the following milestones being achieved:
i. 300,000,000 Startrack Shares upon the Medepartner business achieving a $5m EBIT amount within 3 years of completion of the acquisition; and
ii. Upon the Medepartner business achieving a $20m EBIT amount (within 5 years of completion of the acquisition), that number of Startrack Shares representing a value of $15m based on the market value of the listed shares at the time.
Founding Director - Mr Carl Woodbridge
The founding Director behind Medepartner is Mr Carl Woodbridge. Prior to establishing Medepartner, Mr Woodbridge was one of the founders of what is the largest Australian national loss adjusting company, Freemans Australia, formed in 1991. Freemans Australia grew to 35 offices and 200 staff throughout Australia and connected to a Global network that Mr Woodbridge promoted through contacts in the industry. He also established Freemans (WA) Pty Ltd as the leading loss adjusting practice in Western Australia until sold to GAB Robins in 1997.
Subsequently, from November 1997 to June 2000, he was employed as Regional Leader and Executive Adjuster with GAB Robins, a global loss adjusting firm and the largest in Australia with 38 offices and 280 staff around Australia. As Western Australian Regional Leader, Mr Woodbridge was responsible for managing the growth and performance of the Western Australian operations. In particular for developing promotional activities, building the client base of the firm, financial planning and management and process management. Mr Woodbridge also has extensive experience in the loss adjusting and insurance industries in the United Kingdom.
PROPOSED ACQUISITION TIMETABLE
A general indicative timetable of events and activities as contemplated by the Agreement is set out below:
EVENT TIMING
Complete Placement 9 May 03 Despatch Notice of Meeting and Share Purchase Plan 16 May 03 Hold Shareholder Meeting to Approve Transaction 16 June 03 Complete Share Purchase Plan 18 June 03 Complete Medepartner Acquisition 20 June 03
Full details of the transaction will be provided to Shareholders with the despatch of the relevant notice of meeting referred to above.
Peter Landau DIRECTOR
Inquiries:
Carl Woodbridge - Medepartner Limited (618 9368 4077) Peter Landau - Startrack Communications Limited (618 9322 7600)
