Agility Health Enters Into Definitive Agreement to Acquire Medic Holdings Corp. and Announces Private Placement

Agility Health (TSX VENTURE:AHI) (“Agility Health” or, the “Company“), a leading provider of physical rehabilitation and software services that benefit patients, healthcare providers and employers, is pleased to announce that it has entered into a definitive agreement dated January 17, 2017 to purchase 100% of Medic Holdings Corp. (“Medic“). Medic, through its subsidiaries, is a leading manufacturer and distributor of custom orthotics and operator of fourteen (14) foot care clinics in Ontario and Québec.
The acquisition of Medic (the “Transaction“) will be completed by way of a share purchase, pursuant to which Agility Health will acquire all of the issued and outstanding shares of Medic in consideration for the issuance of an aggregate of 29,398,230 voting common shares in the capital of Agility Health (“Voting Common Shares“) and 3,821,770 Voting Common Share purchase warrants (“Warrants“) for an aggregate purchase price of CAD$3,322,000 (the “Purchase Price“). Each Warrant will entitle the holder to purchase one Voting Common Share at a price of CAD$0.15 for a two-year period from the date of the closing of the Transaction. The number of shares to be issued was determined by dividing the Purchase Price by CAD$0.113, the volume weighted average price per Voting Common Share on the TSX Venture Exchange over the thirty (30) trading days preceding the date of the definitive agreement. Upon completion of the Transaction, CJC Holding Inc. (“CJC“), the current shareholder of Medic, will own approximately 22.76% of the issued and outstanding voting and restricted voting common shares of Agility Health on a combined basis, excluding any shares that may be issued upon exercise of the Warrants. CJC is an Ontario corporation controlled by Carolyn Cross, a resident of Ontario. Echelon Wealth Partners Inc., financial advisor to Agility Health, will be paid a financial advisory fee of CAD$500,000 for the services it has provided Agility Health in connection with the Transaction.
Prior to the closing of the Transaction, Agility Health intends to complete a private placement offering (the “Private Placement“) of 4,424,780 Units at a purchase price of CAD$0.113 per Unit for total gross proceeds of CAD$500,000. Each Unit is comprised of one Voting Common Share and one tenth of one Voting Common Share purchase warrant (the “Private Placement Warrants“). Each whole Private Placement Warrant will entitle the holder to acquire one Voting Common Share at a price of CAD$0.15 for a two year period from the date of the closing of the Private Placement. The net proceeds of the Private Placement will be used to provide operational and working capital. The subscribers to the Private Placement are insiders of Medic or CJC. The Voting Common Shares issuable pursuant to the Private Placement and upon exercise of the Private Placement Warrants will be subject to a hold period expiring four months and one day after the date of issuance.
“Medic brings a deep knowledge in the foot care industry, while Agility Health brings operational expertise developed through the ongoing expansion of its North American platform of rehabilitation service sites. We believe this combination of patient services, and the ability to bundle them from a reimbursement perspective, will position us well as we bring our novel service approach to the North American markets,” said Steven N. Davidson, CEO of Agility Health. “This transaction is an important milestone in Agility Health’s stated objective of becoming a significant cross-border presence in the physical rehabilitation and healthcare market. With the added resources of Medic, Agility Health can continue its growth plans and expand its focus to include patient services from pre-habilitation through rehabilitation.”
“Combining Agility Health and Medic is a complementary transaction that represents an extraordinary opportunity to create operational scale in the provision of physical rehabilitation, orthopedic products and foot care services,” said Pierre G. Gagnon, CEO of Medic. “We are enthusiastic about the enhanced growth opportunities that this transaction can offer.”
The closing of the Transaction and the Private Placement are subject to closing conditions customary for transactions of this nature, including the approval of the TSX Venture Exchange. The Transaction will not constitute a non-arm’s lenth transaction. There can be no assurance that the Transaction or the Private Placement will be completed as proposed or at all.
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “Act“), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
About Agility Health
Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Health operates a multi-state network of outpatient rehabilitation clinics and provides contracted services to hospitals, nursing homes and other institutional clients, providing care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and a variety of other injuries and conditions. In addition, Agility Health provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of June 30, 2016, Agility Health operates 88 outpatient or onsite rehabilitation locations in 14 states. Agility Health’s contract therapy services business provides rehabilitative services to 34 hospitals and inpatient rehabilitation units and 27 nursing homes, long-term care facilities and other service locations in 8 states. For more information, please visit investors.agilityhealth.com.
Forward-Looking Information
This press release contains forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health’s management. In some cases, the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including statements regarding the completion of the Private Placement and whether all conditions of closing set forth in the definitive agreement in respect of the Transaction will be satisfied and therefore the Transaction will be completed, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumption and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.