Evolved Digital Systems Acquires Inphact

Montreal-based Evolved Digital Systems Inc., formerly Electromed Inc., completed its combination with Brentwood, Tennessee-based Inphact, Inc., on October 15, 2003, by acquiring all the issued and outstanding shares and notes of Inphact in exchange for the issuance of common shares of Evolved Digital Systems. Pursuant to the acquisition and prior to the public offering, security holders of Inphact received common shares of Evolved Digital Systems representing 70 per cent of the outstanding shares. The price paid for the acquisition was more than $60 million and the offering raised was more than $17 million.

Concurrently with the combination, Evolved completed a common share offering with gross proceeds of $19,007,200. A prospectus dated October 2, qualified the sale of 10.33 million common shares issued by Evolved Digital Systems. The offering was underwritten by Orion Securities Inc., National Bank Financial and Desjardins Securities Inc.

Evolved was represented in-house by Michael Megelas, corporate secretary; and assisted by Stikeman Elliott LLP, with a team that included Christine Desaulniers, Pierre-Yves Leduc, Thomas Lellouche and Nathalie Mercier-Filteau (corporate) and Guy Masson and Roanne Bratz (tax).

Inphact was represented by Sherrard & Roe PLC in Nashville, with a team that included John Voigt, Mike Roberts and Kevin Douglas. The underwriters were represented by Fraser Milner Casgrain LLP, with a team that included Charles Spector, Vitale Santoro and Christopher Main.