TransCoastal Corporation entered into an acquisition agreement to acquire Claimsnet.com Inc. (OTCPK:CLAI) from McKesson Corporation (NYSE:MCK), Elmira United Corporation and other sellers in a reverse merger transaction on March 18, 2013. Under the terms of the agreement, Claimsnet.com will issue certificates evidencing newly issued shares of Claimsnet common stock in the aggregate number of up to 23.4 million post-reverse split shares of Claimsnet common stock. Claimsnet shall conduct a reverse-stock split of 200 to 1, which shall cause the pre-Closing stockholders of Claimsnet to own a total of approximately 0.18 million shares of Claimsnet common stock. On closing, the name of Claimsnet will be changed to TransCoastal Corporation and all of the current Directors of Claimsnet will resign, except Don Crosbie, and certain new Directors of TransCoastal will be appointed to the Claimsnet Board of Directors. The majority stockholders of Claimsnet approved the name change on March 18, 2013.

The transaction is subject to TransCoastal's selling shareholders having completed and delivered to Claimsnet the investment letter and stock power and to the cancellation of all outstanding warrants, options, conversion or similar rights relating to shares of Claimsnet Common Stock and resignation of Claimsnet.com Inc directors. Also, the agreement provides that it will terminate and be null and void if the transaction does not close by May 31, 2013. Claimsnet intends to consummate the Agreement by May 31, 2013.

TransCoastal Corporation entered into an amended agreement to acquire Claimsnet.com Inc. (OTCPK:CLAI) from McKesson Corporation (NYSE:MCK), Elmira United Corporation and other sellers in a reverse merger transaction on April 24, 2013. Pursuant to the amended agreement, the purchase price shall be in the form of certificates of Claimsnet's preferred shares, issued to TransCoastal's selling shareholders in the aggregate amount of up to 4 million preferred shares. The Claimsnet preferred stock would be a new Series F, and each share of the Claimsnet preferred stock would be convertible into 1,170.076 shares of Claimsnet common stock, subject to adjustments for stock dividends, stock splits and similar events.

At the Closing, the current Class II Directors, Thomas Michel and John Willems, will resign and David May and Stuart Hagler, affiliates of TransCoastal, will fill such vacancies. Also an additional Class I Director position will be created, and Andy Westmoreland, an affiliate of TransCoastal, will fill such vacancy. 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 having delivered their stock certificates for TransCoastal shares and stock powers such that Claimsnet will acquire at closing not less than 90% of TransCoastal shares. TransCoastal's obligation to close the transaction is subject, among other things, to Claimsnet's Board having approved the Certificate of Designation with respect to the Series F Preferred Stock and Claimsnet having duly filed the Certificate of Designation with the Secretary of State of the State of Delaware. Craig G. Ongley of Kane Russell Coleman & Logan, PC acted as legal advisor to TransCoastal Corporation and Mark D. Wigder of Looper Reed & McGraw P.C. acted as legal advisor to Claimsnet.com.

TransCoastal Corporation completed the acquisition of Claimsnet.com Inc. (OTCPK:CLAI) from McKesson Corporation (NYSE:MCK), Elmira United Corporation and other sellers in a reverse merger transaction on May 9, 2013.