PCAS Patient Care Automation Services Inc., 2163279 Ontario Inc. conducting business as Touchpoint, PharmaTrust Corp. and PharmaTrust MedServices Inc.

CCAA Filing

Page last updated: June 12, 2012

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.


On March 23, 2012, PCAS Patient Care Automation Services Inc. and 2163279 Ontario Inc. conducting business as Touchpoint (collectively, the "Applicants") made an application for an order for protection under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for:

  1. staying all proceedings and remedies taken or which might be taken in respect of the Applicants or any of their property;
  2. authorizing the Applicants to prepare and file with the Court a plan of compromise or arrangement with their their creditors;
  3. appointing PricewaterhouseCoopers Inc. as monitor of the Applicants (the “Monitor”);
  4. approving a debtor-in-possession financing facility (the “DIP Facility”) with 2310714 Ontario Inc. in the principal amount of $3,000,000 and granting a priority charge (the “DIP Charge”) over the assets, properties and undertakings of the Applicants (collectively, the “Property”) to secure repayment of the amounts borrowed by the Applicants under the DIP Facility;
  5. granting a priority charge over the Property in the principal amount of $500,000 to secure the fees and disbursements of counsel to the Applicants, the Monitor and counsel to the Monitor (the “Administration Charge”);
  6. granting a priority charge over the Property in the principal amount of $1,500,000 in order to protect the Applicants’ directors and officers from certain potential liabilities (the “D&O Charge”); and
  7. granting such further and other relief as counsel may request and the Court may permit.

On March 23, 2012, the Court granted an initial order (the “Initial Order”) pursuant to the CCAA granting the relief sought and staying all proceedings against the Applicants until April 21, 2012, or such later date as the Court may order (the “Stay Period”).


Sales & Investor Solicitation Process

PricewaterhouseCoopers Inc. (“PwC”), in its capacity as court appointed Monitor of:

PCAS Patient Care Automation Services Inc. (“PCAS”)

is assisting PCAS with a sales and investor solicitation process seeking interested parties to acquire the business and assets of PCAS. PCAS is a healthcare technology company that has developed and is commercializing a unique, automated pharmacy dispensing system. PCAS’s head office is based in Oakville, Ontario. For further information regarding the CCAA restructuring and PCAS, please refer to www.pwc.com/car-pcas/. The deadline for submission of offers is on May 24, 2012.

To obtain detailed information on PCAS and its business and assets, interested parties will be required to sign a confidentiality agreement. For additional information concerning PCAS and the sale process, please contact:

Rozanne Kibel of the Monitor
Telephone No: 1 416 814 5849
Email

View the information under the “Sales & Investor Solicitation Process” tab for complete details.


Status of File as at June 8, 2012

On June 8, 2012, pursuant to Order of the Court dated June 6, 2012 the Monitor's Certificate was filed with the Court.

Pursuant to an Order dated June 6, 2012, PwC was discharged as Monitor of the Applicants.

Status of File as at June 6, 2012

On June 6, 2012, the Court granted an order that:

  1. Approving the activities of the Monitor as set out in its Seventh Report;
  2. Sealing Confidential Appendix "B" to the Seventh Report;
  3. Approved an occupancy agreement among the Applicants and DashRx, LLC (the "Purchaser") in respect of the premises at 2440 Winston Park Drive, Oakville, Ontario (the Winston Park Occupancy Agreement");
  4. Approved any required occupancy agreement among the Applicants and the Purchaser in respect of the Applicants' premises at 2910 and 2880 Brighton Road Brighton Road in substantially the form as the Winston Park Occupancy Agreement;
  5. Approving a scheme of distribution of the cash proceeds of the Transaction;
  6. Approving the distribution of non-cash proceeds of the Transaction to 2320714 Ontario Inc. (the "DIP Lender");
  7. Directing that amount of certain tax refunds to be paid to the DIP Lender on receipt;
  8. Discharging and releasing the Monitor, upon the filing of the Monitor's Discharge Certificate with the Court;
  9. Terminating the CCAA proceedings, upon the filing of the Monitor's Discharge Certificate with the Court; and
  10. Approving that the Directors' charge be terminated, released and discharged upon the filing of the Monitor's Certificate.

On the same day, the Court granted an order:

  1. Approving the Transaction and the execution of the Asset Purchase Agreement between the Company and the Purchaser (the "APA"); and
  2. That the employment of the Employees (as defined in the APA) of the Applicants that are not Transferred Employees (as defined in the APA) shall be terminated by the Vendor effect at 11:59 p.m. on the Closing Date. The Purchaser shall not be deemed to be an employer nor constitute a successor employer of the Employees.

Copies of the complete Orders and Endorsement of Justice Brown have been posted under the Court Orders tab.

Status of File as at June 4, 2012

On June 1, 2012, the Monitor filed its Seventh Report with the Court to:

  1. Provide the Court with the following:
    1. A summary of the Company’s activities since the Sixth Report;
    2. A summary of the bids that were received in connection with the SISP;
    3. A summary of the asset purchase agreement (“APA”) negotiated between the Company and DashRx LLC (the “Purchaser”);
    4. The Company’s intention to assign the Company into bankruptcy after the closing of the transactions contemplated by the APA;
    5. A summary of the Monitor’s key activities since the commencement of the CCAA Proceedings; and
    6. The reasons for the Company’s request for the termination of the CCAA Proceedings and the discharge of the Monitor.
  2. Recommend that the Court issue an order;
    1. Approving the APA and vesting the Purchased Assets in the Purchaser;
    2. Sealing Confidential Appendix “B” to the Seventh Report;
    3. Granting the Applicant’s request for a distribution to the DIP Lender and the beneficiaries of the KERP;
    4. Approving the activities of the Monitor as set out in the Seventh Report; and
    5. Terminating the CCAA Proceedings and discharging the Monitor.

On June 5, 2012, the Applicants will make a motion for an order for the above.

Status of File as at May 28, 2012

On May 28, 2012, the Monitor filed its Sixth Report to:

  1. Provide the Court with a summary of the following:
    1. The Monitor's activities since the date of the Fifth Report;
    2. An update on the status of the SISP; and
    3. The Company's request for an extension of the stay of proceedings to June 6, 2012 to provide adequate time to close the transaction with the Successful Bidder subject to further Order of the Court;
  2. Recommend that the Court issue an order;
    1. Approving the activities of the Monitor as set out in the Sixth Report; and
    2. Extending the Stay Period to June 6, 2012.

On May 28, 2012, the Applicants will make a motion for an Order:

  1. Approving the Sixth Report of PricewaterhouseCoopers Inc. and approving the actions of the Monitor; and
  2. Extending the Stay Period to June 6, 2012.

A motion was heard on May 28, 2012 and an Order for the above was granted by the Court.

Status of File as at May 15, 2012

On May 14, 2012, the Court issued an order approving (i) the Monitor’s Fifth Report, (ii) the Applicants request to increase the limit under the DIP Facility to $6,000,000, and (iii) the expedited SISP, as detailed in the Fifth Report. The Court did not approve the Applicant’s request for an amendment to the May 7 Order at this time.

Status of File as at May 14, 2012

On May 11, 2012, the Monitor prepared its Fifth Report to:

  1. Provide the Court with a summary of:
    1. The Monitor's activities since the date of the May 7 Order;
    2. The proposed expedited SISP;
    3. The Company's request to increase the limited of the DIP Facility from $5,350,000 to $6,000,000; and
  2. Recommend that the Court issue an order;
    1. Approving the activities of the Monitor as set out in the Fifth Report;
    2. Approving the Company's request for an amendment to the May 7 Order;
    3. Approving the expedited SISP; and
    4. Increasing the limit under the DIP Facility from $5,350,000 to $6,000,000.

Status of File as at May 8, 2012

On May 7, 2012, the Monitor filed its Fourth Report to

  1. Provide the Court with a summary of the following:
    1. the Monitor’s activities since the date of the May 3 Order;
    2. update on the activities of the Company since the May 3 Order;
    3. the Company’s request to increase the limited of the DIP Facility from $4,525,000 to $6,000,000;
    4. the Company’s Cash Flow Variance Analysis for the period March 23 to May 4, 2012;
    5. the May 7 Revised Forecast for the period May 5 to June 15, 2012;
    6. the Company’s request for an extension of the stay of proceedings to May 28, 2012;
    7. the Company’s efforts to raise additional DIP financing and discussions with interested parties; and
    8. the Monitor’s view on the continuation of the CCAA proceedings.
  2. Recommend that the Court issue an order;
    1. Approving the activities of the Monitor as set out in the Fourth Report;
    2. Expanding the Monitor’s powers to commence and implement an expedited sale and investor solicitation process (“SISP”);
    3. Approving the Second Amended and Restated DIP Agreement;
    4. Increasing the limit under the DIP Facility from $4,525,000 to $6,000,000; and
    5. Approving the Company’s request for an Extension to May 28, 2012.

The motion record was heard on May 7, 2012 and an Order was approved by the Court as above, except the DIP Facility was increased to $5,350,000.

Status of File as at May 4, 2012

On May 3, 2012, the Court issued an Order approving the Third Report of the Monitor, extending the Stay Period to May 8, 2012 and amending the Initial Order to authorize the Applicants’ to increase their borrowings to $4,525,000.

Status of File as at May 3, 2012

On May 3, 2012, the Monitor filed its Third Report to the Court to

  1. Provide the Court with a summary of the following:
    1. The Monitor's activities and the Company's activities since the filing of the Second Report;
    2. The Company's request to increase the limit of the DIP Facility from $4,370,000 to $4,525,000;
    3. The Company's request for an extension of the stay of proceedings to May 8, 2012;
    4. The Company's efforts to raise additional DIP financing and an update on the Company's discussions with the Potential Customer; and
    5. The Monitor's view on the continuation of the CCAA proceedings.
  2. Recommend that the Court issue an order:
    1. Approving the activities of the Monitor as set out in the Third Report;
    2. Increasing the limit under the DIP Facility from $4,370,000 to $4,525,000; and
    3. Approving the Company's request for an Extension to May 8, 2012.

The motion record of the Applicants was also filed on May 3, 2012, to be heard on May 3, 2012.

Status of File as at April 20, 2012

On April 20, 2012 the Applicants made a motion for an order:

  1. Approving the Second Report of the Monitor;
  2. Extending the Stay Period to May 4, 2012;
  3. Increasing the amount the Applicants are currently authorized to borrow under the credit facility to $4,370,000;
  4. Approving a revised version of the key employee retention plan (the "KERP");
  5. Authorizing PCAS to use savings created by employee attrition to increase the salaries of certain essential, non-management employees who are not participating in the KERP; and
  6. Sealing the confidential Appendix "C" and Appendix "D" to the Second Report of the Monitor.

On April 19, 2012, the Monitor filed its Second Report with the Court to provide the Court with details of the Monitor's activities since April 16, 2012 and information relating to the Applicant's motion. The motion was heard on April 20, 2012 and an order was issued by the Court approving the above.

Status of File as at April 17, 2012

On April 16, 2012, the Court issued an Order:

  1. Approving the Proposed Monitor’s Report and the First Report of the Monitor;
  2. Extending the Stay Period to April 20, 2012;
  3. Authorizing the Applicants to borrow under the DIP Facility to $3,800,000;
  4. Approving the Amended and Restated DIP Loan Agreement;
  5. Approving the KERP and granting the KERP Charge; and
  6. Sealing Confidential Appendix “B”;

Status of File as at April 16, 2012

On April 15, 2012, the Monitor prepared its First Report to the Court to provide the Court with:

a) A summary of the following:

  1. The Monitor’s activities since the date of the Initial Order;
  2. The Company’s request to increase the authorized borrowing limit of the DIP Facility to $10,000,000 and to correspondingly increase the DIP Lender’s Charge;
  3. The Company’s request that it be authorized to amend the terms of the DIP Facility;
  4. The Company’s request for the approval of a key employee retention plan (“KERP”) and a KERP Charge;
  5. The Company’s Cash Flow Variance Analysis for the period March 23 to April 6, 2012; and
  6. The Company’s Revised Forecast for the period April 7 to June 15, 2012.

and
b) Recommend that the Court issue an order:

  1. Approving the activities of the Monitor as set out in the First Report and the Proposed Monitor’s Report;
  2. Increasing the Company’s authorized borrowing limited under the DIP Facility from $2,800,000 to $10,000,000 and correspondingly increasing the amount of the DIP Lender’s Charge;
  3. Approving the Amended and Restated DIP Agreement;
  4. Approving the Company’s request for approval of the KERP and granting the KERP Charge; and
  5. Sealing Confidential Appendix “B” hereto containing the unredacted KERP.

The motion record of the Applicants was also filed on April 15, 2012. A motion will be heard on April 16, 2012.

Status of File as at March 27, 2012

A Notice to the Creditors was mailed on March 27, 2012, to all known creditors, including employees.

76 KB Notice to the Creditors dated March 27, 2012
490 KB Trade Creditors Listing
524 KB Revised Employee Listing

This Web site will be updated as information becomes available.

For more information, please contact: Sara de Verneuil, Telephone: +1 416 941 8383 ext. 14374, Fax: +1 416 814 3219, or via Email.