Premier Health of America Inc. (TSXV: PHA ) (" Premier Health " or the " Corporation "), a leading Canadian Healthtech company, is pleased to announce that it has completed the acquisition of 100% of the outstanding shares of Umana Holdings Inc. (" Umana ") and its wholly-owned subsidiary Canadian Health Care Agency (" CHCA "), through a newly created wholly owned federally incorporated subsidiary, 13822214 Canada (" CanCo "), for a total consideration comprised between C$10.5M to C$14.5M (the " Purchase Price "), payable in cash, depending on the achievement of performance objectives (the " Transaction "), minus indebtedness, as more fully detailed below. As a result of the Transaction and a corporate reorganization, CHCA became a wholly owned subsidiary of the Corporation. The Corporation will continue the business of CHCA which consists in providing specialized nursing services.
"The acquisition of CHCA starts our expansion outside of the province of Quebec and consolidates our market position in Canada's northern regions" Said Martin Legault, CEO of Premier Health. " In addition, the Cambridge based agency provides us with a good management infrastructure in Ontario that will serve as a base to continue our expansion in this province. This is a strategy we are expecting to follow in other provinces as well."
CHCA is the primary provider to Indigenous Services Canada ("ISC") for nursing services to remote and semi-remote Indigenous communities in both Ontario and Alberta. In addition, CHCA provides nurses services as a backup provider to ISC for these communities in Manitoba. CHCA is based in Cambridge, Ontario, and was founded in 2001 in response to severe staffing shortages in Canada's northern regions. CHCA started its operations in Northern Ontario and quickly expanded its activities to providing services in Nunavut and Northern Manitoba. CHCA currently has over 200 active and specially trained Registered Nurses and Nurse Practitioners in its organization. For the fiscal year ending January 31, 2022, CHCA generated revenues of C$34.5M (of which an estimated C$10.3M were Covid related non-recurring isolation revenues), an EBITDA of C$6.4M (of which an estimated C$3.0M was Covid related non-recurring isolation EBITDA) and a net income of C$4.6M (of which an estimated C$3.0M was Covid related non-recurring isolation net income).
"Our objective is to continue building on our foundation of offering superior care and services to our communities" Said Sharon Umana, CEO of CHCA "Teaming up with Premier Health is a natural fit for us that will allow us to capitalize on the strengths of our nurses and nurse practitioners into even more opportunities to provide care."
CanCo entered into the SPA with the shareholders of Umana on April 7 to acquire all of the issued and outstanding shares of CHCA on a cash and debt free basis for a total cash consideration of up to C$14.5M million, comprised of:
- a C$10.5M cash payment plus working capital adjustments of C$379,460 at closing;
- a C$Nil to C$3M deferred cash consideration payable over two years subject to EBITDA objectives; and
- a C$Nil to C$1M deferred cash consideration payable one year after closing, linked to isolation EBITDA if any.
The Transaction is subject to final working capital adjustments to be completed within 90 days following the closing of the Transaction. Acumen Capital Partners acted as adviser for the Transaction.
About Premier Health
Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary PSweb software platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper, and more accessible care services.
Earnings before interest, taxes, depreciation, and amortization (" EBITDA "), is calculated as the net profit (loss), before acquisition and transaction costs, non-cash expenses (including loss from disposal of assets, impairments, amortization and depreciation and stock-based compensation), interest expense, net of interest income and income tax expense.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation's common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedar.com.