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Med-Emerg and AIM Health Group complete merger

Fasken
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Med-Emerg

On January 20, 2009, AIM Health Group Inc (TSX: AHG-V), a fully integrated health care company, and Med-Emerg International Inc. (OTCBB: MDER), one of Canada's leading providers of health services, announced that they had completed the previously disclosed all-stock merger transaction. The combined company is expected to have annual revenues in excess of $55 million and will be one of the largest Canadian health services providers, offering one of the most comprehensive packages of medical health services in Canada. The transaction was completed by way of a court-approved Plan of Arrangement (the "Plan") under the Business Corporations Act (Ontario). Pursuant to the Plan, AIM issued 0.78091 of an AIM common share for each Med-Emerg common share with the existing Med-Emerg shareholders representing an approximate 43% interest in the combined company. In addition, Calian Technologies Ltd., the sole holder of Series 1 Special Shares of Med-Emerg, exchanged all of such shares for a convertible debenture of AIM. The Plan, which required the approval of 66 2/3% of the votes cast by the shareholders of Med-Emerg at a special shareholders' meeting, received the overwhelming support of the Med-Emerg shareholders, with more than 90% of the votes cast in favour of the transaction. Med-Emerg was advised in this transaction by a team from Fasken Martineau that included Richard Steinberg, Aaron Atkinson and Jeff Hergott (securities), Mitchell Thaw (tax), and Sam Rickett and Noah Billick (litigation).

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