QHR Files Management Information Circular for Proposed Acquisition by Loblaw Companies

QHR Corporation (TSXV:QHR), a Canadian healthcare technology company and a leader in the electronic medical records market, announced today that it has filed on SEDAR and the Company’s investor relations website (www.QHRtechnologies.com/investors) and mailed to QHR shareholders the Management Information Circular (the “Circular”) and related proxy materials in respect of QHR’s special meeting of shareholders (the “Special Meeting”) to be held at 3:00 pm (Toronto time) on Wednesday, October 5, 2016 at the offices of McCarthy Tétrault LLP at Suite 5300, 66 Wellington Street West, Toronto, Ontario, Canada.
The Arrangement
The purpose of the Special Meeting is to seek shareholder approval of the proposed arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act pursuant to which Loblaw Companies Limited (“Loblaw”) will acquire all of QHR’s issued and outstanding common shares (“QHR Shares”) pursuant to an arrangement agreement (the “Arrangement Agreement”) dated August 21, 2016 between the Company and Loblaw, all as more particularly described in the Circular.
Completion of the Arrangement is conditional on approval by holders of QHR Shares (“QHR Shareholders”), approval by the Supreme Court of British Columbia, and certain other closing conditions customary in transactions of this nature. Subject to obtaining such shareholder and court approvals, and the satisfaction or waiver of all other conditions precedent to the Arrangement, it is anticipated that the Arrangement will be completed in the fourth quarter of 2016.
The Consideration
The Arrangement provides significant value to QHR Shareholders. Under the proposed Arrangement, QHR Shareholders will receive $3.10 in cash for each QHR Share.
Benefits of Arrangement
As more completely described in the Circular, benefits of the Arrangement for QHR Shareholders include:
Significant Premium to QHR Shareholders. The consideration for each QHR Share under the Arrangement represents a significant premium to the historical trading price of QHR Shares: a premium of approximately 29% over the volume-weighted average price for QHR Shares on the TSX-V for the 20-day trading period ending on August 19, 2016, the last trading day prior to the public announcement of the Arrangement; and a premium of approximately 22% over the closing price of QHR Shares on the TSX-V on August 19, 2016.
Financial Aspects. The consideration to be received by QHR Shareholders is to be paid in cash, which provides immediate liquidity to QHR Shareholders, and the obligations of Loblaw under the Arrangement Agreement are not subject to any financing or regulatory conditions.
QHR Shareholders are encouraged to read the Circular, which contains important information about the Arrangement.
Board Recommendation
QHR’s board of directors (the “Board”) has considered and unanimously approved the Arrangement and, for the reasons set out in the Circular, unanimously recommends that QHR Shareholders vote in favour of the special resolution to approve the Arrangement.
All directors and officers of QHR and certain significant QHR Shareholders, holding or controlling, in the aggregate, approximately 23% of the QHR Shares, have entered into voting support agreements with Loblaw to vote their QHR Shares in favour of the Arrangement.
Shareholder Voting
Registered QHR Shareholders as of the close of business on September 6, 2016 will receive notice of and be entitled to vote at the Special Meeting.
QHR Shareholders who have questions regarding the Arrangement or require assistance with voting may contact QHR’s proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll free in North America, or call collect outside North America at 416-304-0211, or by email at assistance@laurelhill.com.
About QHR Corporation
QHR is a leader in healthcare technology, empowering providers and connecting patients. With a 12-year track record offering what is now the single leading electronic medical records platform in Canada, QHR has a suite of complementary offerings that empower health professionals. QHR’s technologies and services enable secure medical records management for clinical environments, empowering health providers with tools for virtual care, including secure video and messaging, as well as tools for clinic management including scheduling, billing, and patient management. Health providers choose QHR to drive efficiencies within their practice and improve the quality of care delivered to patients.
Legal Notice Regarding Forward Looking Statements
This news release contains “forward-looking statements” about the proposed Arrangement within the meaning of applicable Canada securities legislation. These forwarding-looking statements in this news release are related to, but are not limited to, matters with respect to the timing, completion, perceived benefits and results of the Arrangement. Forward-looking statements typically contain statements with words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should”‘ and similar expressions.
There can be no assurance that the Arrangement will occur or that the anticipated benefits will be realized. The Arrangement is subject to shareholder and court approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restricted or terminated.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect QHR’s expectations only as of the date of this news release. QHR disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
SOURCE QHR Corporation
RELATED LINKS
www.qhrtechnologies.com