significant uk business update

ASX RELEASE
MEDICAL MONITORS LIMITED (ASX:MDM)
ABN 68 009 161 522
8th AUGUST 2005
SIGNIFICANT UK BUSINESS UPDATE
Under ASX Listing Rule 3.1, the Directors of Medical Monitors Limited (ASX:MDM)
are pleased to announce the following.
POSSIBLE REVERSE TAKEOVER OF MDM INTEREST IN MEDPRI LTD
(PRIMEDICAL)
Shareholders will be aware that MDM holds a 42% shareholding in Medpri Limited
(“Medpri”), which trades as Primedical International (‘’Primedical”).
The Directors of Medpri are pleased to advise that shareholders of the company
have recently entered into negotiation with and signed a non-binding “Heads of
Agreement” with a Jersey-registered company currently listed on the London
Alternative Investment Market (AIM Company).
The Aim Company is proposing to issue additional shares in order to acquire the
outstanding share capital of Medpri, such that the existing shareholders of Medpri
will own 93.9% of the enlarged company.
The proposed transaction is dependent upon a number of conditions, including
but not limited to:
• The Aim Company being renamed Primedical International Limited and
being admitted to trade on the Alternative Investment Market.
• Final approval of the transaction by both companies shareholders.
• compliance with prevailing UK and Jersey legislation, and
• the completion of appropriate funding and documentation.
Primedical and the Aim Company have agreed that, in the event of the above
transaction proceeding to completion, the enlarged company shall immediately
seek to acquire certain intellectual property from MDM and other assets directly
relating to the Medpri (Primedical) business. The precise nature and terms of
these arrangements are to be determined.
The major benefit of this transaction to MDM will be the creation of shareholder
value and access to capital. As shareholders are aware from previous
announcements, Medpri (Primedical) holds the exclusive distribution rights for the
USA, UK and Europe which in turn sub-licenses the US market to iCardia, a USA
based cardiac monitoring service utilising MDM products and services.
We anticipate that a more complete announcement concerning the transaction
will be issued in London on behalf of the Aim Company during the course of
business within the next 48 hours.
Current Position of Medical Monitors
The Directors expect that if the above transactions were to proceed, this would
have a material effect on the price or value of securities in MDM. This currently
has not been quantified by the Directors of MDM.
Further, the Directors of MDM have not received, and will consider on receipt, the
formal terms of any offer or issue disclosure document with a view for MDM to
sell or otherwise transfer intellectual property to Medpri (Primedical).
Importantly, the implementation of the proposed transaction, including the
subsequent acquisition of certain intellectual property rights relating to the
distribution and sale of the products by Medpri (Primedical), will be subject to
approval by MDM shareholders through an EGM as well as seeking any necessary
approval from ASIC and the ASX.
Given the possibility of disposal of assets, shareholder approval may be sought
under Listing Rule 10 and, given the possibility of change to the nature or scale of
activities of MDM, shareholder approval may also be sought under Listing Rule
11.
About Medpri (Primedical)
Medpri (Primedical) is a fast growing technology sales and distribution company,
positioned to become a pre-eminent provider of diagnostic tele-medicine products
and services competing in the global cardiovascular monitoring market worth an
estimated USD $1 billion (AUD $1.3 billion). As previously announced, it holds
the exclusive license and distribution rights for the USA and Europe of MDM’s
principal products and services, which are aimed at the diagnosis and treatment
of irregular heartbeat (arrhythmia) and the monitoring of blood pressure.
The Medpri (Primedical) has already established significant sales in the US cardiac
monitoring sector through its 86% owned US subsidiary iCardia Healthcare
Corporation (iCardia). It delivers ECG cardiac monitoring services through its
Chicago-based national clinical call centre and uses MDM’s unique ‘single use’
monitoring technology, the suPERTM .
Medpri (Primedical) has also been active in the UK in the promotion and
distribution of MDM‘s remote monitoring blood pressure program with the
BPfone®. The BPfone® is an automatic transtelephonic blood pressure monitor,
which was awarded a prestigious 2002 NHS award for “Best use of IT in primary
and Community Care”, and is linked to CARDiOCOMTM – an automated modular
software system that allows for the professional referral and review of all data
collected.
The Directors will keep shareholders fully informed of any substantive
developments. Further announcements will be made through the ASX as and
when appropriate.
For further information, please contact Dr Allan Shell on (02) 9344 8100.