Premier Health Completes the Previously Announced Acquisition of Canadian Health Care Agency
19 April 2022 - 10:02PM
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.”
Transaction Details
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.
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
DevelopmentPremier Health of America Inc.
jrpronovost@premierhealth.ca / 1 800 231 9916
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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.
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