March 22, 2013
/PRNewswire/ -- Claimsnet.com (OTCBB: CLAI.OB), a provider of business-to-business Electronic Data Interchange (EDI) solutions for the healthcare industry, announced today that it has entered into an Acquisition Agreement (the "Agreement") to acquire TransCoastal Corporation. ("TransCoastal"), also located in
The Agreement was signed on
March 18, 2013
. Pursuant to the Agreement, Claimsnet agrees to purchase all of the TransCoastal's outstanding common shares. The purchase price shall be in the form of certificates of Claimsnet's common shares, issued to TransCoastal's selling shareholders in the aggregate amount of up to 23,401,590 post reverse split common shares (the "Exchange Shares"). In addition, Claimsnet shall conduct a reverse stock split of 200 to 1 (subject to adjustment as provided in the Agreement) the outcome of which shall cause the current stockholders of Claimsnet to own a total of approximately 178,000 shares of Claimsnet Common Stock. The Agreement also provides that at the closing all of the current directors of Claimsnet will resign, except
, and the certain affiliates of TransCoastal will be appointed to the Claimsnet Board of Directors. Also at the Closing, the name of Claimsnet will be changed to TransCoastal Corporation, and TransCoastal, which will then be a subsidiary of TransCoastal Corporation, will change its name to TransCoastal Corporation of Texas.
The majority stockholder of the Company approved the reverse stock split and name change and an Information Statement pursuant to Rule 14c of the Securities Exchange Act of 1934 containing information about the reverse stock split, name change and new directors will be sent to Stockholders of the Company as of
March 18, 2013
Claimsnet's obligation to close the transaction is subject, among other things, to TransCoastal's selling shareholders having completed and delivered to Claimsnet the Investment Letter and stock power in a form substantially similar to the form attached as Exhibit B to the Agreement, such that Claimsnet will acquire at Closing not less than 90% of the outstanding TransCoastal shares.