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Audiotech Healthcare Enters Into Arrangement Agreement for Proposed Going-



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By Josh_Kier

Posted: Tuesday Sep 11 9:51:08AM 2012


Audiotech Healthcare Enters Into Arrangement Agreement for Proposed Going-Private Transaction

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
OR TO U.S. NEWS AGENCIES


Kamloops, British Columbia CANADA, September 10, 2012 /FSC/ - Audiotech Healthcare Corporation (AUD - TSX Venture), announces (as an update to its prior news release of July 24, 2012) that the Board of Directors has, on recommendation of the Special Committee based on receipt of a comprehensive valuation report and other due diligence and deliberations, accepted the proposal from AHC Acquisition Inc. whereby AHC will acquire (the "Transaction") all of the outstanding common shares of Audiotech Healthcare (other than shares held by the Iadarola Group) at a price of $0.35 per share and Audiotech has entered into a formal Arrangement Agreement dated September  10, 2012 with AHC whereby the Transaction will be effected by way of statutory plan of arrangement under the BC Business Corporations Act.

Among other conditions, the Transaction requires the approval of Audiotech's shareholders by special resolution, as well as majority of the minority approval pursuant to the policies of the TSX Venture Exchange, approval of the Supreme Court of British Columbia and acceptance by the Exchange.

The parties continue to prepare documentation and work towards obtaining the necessary approvals and acceptances, including the calling of a special meeting at which Audiotech shareholder approvals will be sought.
  
Assuming completion of the proposed Transaction, the common shares of Audiotech Healthcare will be delisted and no longer publicly traded and Audiotech Healthcare will apply under securities legislation to cease reporting in each jurisdiction where it is currently reporting.

Audiotech Healthcare's shares are listed and posted for trading on Tier 1 of the TSX Venture Exchange under the symbol "AUD."  For more information on Audiotech Healthcare, contact Osvaldo (Ozzie) Iadarola, President & CEO, at (250) 372-5847, or Doren Quinton of QIS Capital, investor relations, at (250) 377-1182, or visit Audiotech Healthcare's website at www.audiotech.org.  Audiotech Healthcare's public disclosure documents are available for viewing under its issuer profile on SEDAR at www.sedar.com.

AUDIOTECH HEALTHCARE CORPORATION
First Bank Building
760-175 Second Avenue
Kamloops, B.C.  V2C 5W1
Phone: (250) 372-5847
Fax: (250) 372-3859
Email: info@audiotech.org

Except for historical information contained herein this document contains forward-looking statements. These statements contain known and unknown risks and uncertainties that may cause the company's actual results or outcomes to be materially different from those anticipated and discussed herein. Forward-looking statements are based on the beliefs, estimates and opinions of the company's management on the date the statements are made.  Audiotech Healthcare Corporation undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Audiotech Healthcare Corporation should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.


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