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Premier Health of America Inc. (TSXV: PHA ) (" Premier Health " or the " Corporation "), a leading Canadian Healthtech company, is pleased to announce that it has entered this day into a share purchase agreement (the " SPA ") to acquire, through a newly created wholly owned federally incorporated subsidiary, 13822214 Canada (" CanCo "), 100% of the outstanding shares of Umana Holdings Inc. (" Umana ") and its wholly-owned subsidiary Canadian Health Care Agency, (" CHCA ") 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 will become 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."
Transaction Details
CanCo has entered into the SPA with the shareholders of Umana to acquire all of the issued and outstanding shares of CHCA on a cash free and debt free basis for a total cash consideration of up to C$14.5M million, comprised of a C$10.5M cash payment less indebtedness at closing of the Transaction (the " Closing "), a C$Nil to C$3M deferred cash consideration payable over two years subject to the achievement of EBITDA objectives, and a C$Nil to C$1M deferred cash consideration payable one year after Closing, linked to isolation revenues if any. The Transaction is subject to working capital adjustments to be completed within 90 days following the Closing of the Transaction. The Transaction is subject to customary conditions precedent, including without limitation, receipt of any required approval and completion of satisfactory due diligence, and is expected to close on or about April 19, 2022. The Transaction is an arm's-length transaction, and 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.
Non-GAAP Measures
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.
For Further Information Please Contact :
Mr. Jean-Robert Pronovost
Vice-President, Corporate Development
Premier Health of America Inc.
jrpronovost@premierhealth.ca / 1 800 231 9916
Neither 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.
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.
