BRAMPTON, ON and KELOWNA, BC, Aug. 22,
2016 /CNW/ - Loblaw Companies Limited (TSX:L) and QHR
Corporation (TSXV:QHR) today announced a definitive agreement under
which Loblaw will acquire all of the outstanding common shares of
QHR. QHR is a Canadian healthcare technology company and a
leader in the electronic medical records (EMR) market, providing
software for healthcare providers and their patients.
Under the terms of the agreement announced today, Loblaw has
agreed to acquire all of QHR's outstanding common shares for
$3.10 in cash per each QHR share, or
approximately $170 million in the
aggregate. This price represents a 29% premium to the 20-day
volume weighted average trading price of QHR's common shares on the
TSXV and 22% premium to the closing price of QHR's common shares on
the TSXV, as of August 19, 2016. In
addition, all holders of outstanding stock options of QHR which
have an exercise price below the purchase price of $3.10 per QHR share will be entitled to receive
the "in-the-money" value of such stock options, less applicable
withholdings.
The transaction has been unanimously approved by the board of
directors of QHR on the recommendation of an independent committee
of the board of directors. Paradigm Capital is acting as
financial advisor to the board of directors of QHR for purposes of
this transaction and has delivered an opinion to the board of
directors that the consideration under the transaction is fair,
from a financial point of view, to QHR shareholders. QHR
shareholders, including all of its directors and officers,
PenderFund Capital Management Ltd. and Al
Hildebrandt, which collectively control approximately 23% of
the outstanding common shares have entered into binding agreements
in which, subject to the terms and conditions therein, they have
committed to vote in favour of the transaction.
QHR is a natural complement for Loblaw, a trusted source of
pharmacy and health and wellness solutions for patients and
providers nationally. QHR is expected to operate as a distinct
business within the Shoppers Drug Mart division of Loblaw, and
remain headquartered in Kelowna,
British Columbia. The transaction has the full support of
QHR's management team, who have all agreed to continue with QHR in
their current roles and be a part of Loblaw's broader pharmacy and
healthcare group.
"The future of healthcare is digital and this strategic
investment will make us a better partner to patients and
providers," said Jeff Leger,
Executive Vice President, Pharmacy and Healthcare, Loblaw and
Shoppers Drug Mart. "QHR brings complementary talent and technology
to our organization, providing opportunities to establish new
business partnerships and drive improved care coordination for
Canadians."
Today, QHR supports 7,700 healthcare providers, representing
about 20% of EMR technology use nationwide. It will continue to
develop its leading EMR platform and interoperability, and expand
solutions for effective patient care and practice management.
"Our focus, as always, remains great service and the continued
delivery of innovative technology that connects healthcare
providers and their patients," said Mike
Checkley, the President and Chief Executive Officer of QHR.
"We are excited to join Shoppers Drug Mart and we see the
acquisition as a great vote of confidence for our team, our
technology solutions, and the thousands of physicians and business
partners that rely on our products daily."
The transaction will be carried out by way of a statutory plan
of arrangement and will require court approval and the approval of
at least 66 2/3% of the votes cast by the shareholders of QHR at a
special meeting expected to take place in October 2016. Further information regarding the
transaction will be included in the management proxy circular
expected to be mailed to QHR shareholders in September.
Copies of the arrangement agreement and the management proxy
circular will be available on SEDAR at www.sedar.com. Loblaw
and QHR anticipate that the transaction will be completed in the
fourth quarter of 2016.
About Loblaw Companies Limited: With more than 2,400
independent and corporate-owned grocery stores and pharmacies,
Loblaw is a Canadian retail leader, dedicated to advancing the
health and wellness of Canadians. Its company purpose – Live
Life Well – is supported by its 5,000 healthcare professionals,
including pharmacists, opticians, dietitians, and nurses, offering
a range of services like prescriptions, med checks, flu shots,
minor-ailment diagnoses, and nutrition consultations. Each week, 17
million Canadians interact with Loblaw in stores or
online.
About QHR: 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. The company'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.
Forward-Looking Statements
This news release contains forward-looking statements about the
proposed acquisition by Loblaw of all of the outstanding common
shares of QHR. Specific forward-looking statements in this
news release include, but are not limited to, statements with
respect to certain strategic benefits; the timing of the QHR
shareholders meeting and publication of related shareholder
materials; and the expected completion date of the proposed
transaction. Forward-looking statements are typically
identified by 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 proposed transaction will
occur or that the anticipated strategic benefits will be
realized. The proposed transaction 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 proposed
transaction could be modified, restricted or terminated.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect Loblaw's and QHR's
expectations only as of the date of this news release. Loblaw
and QHR disclaim any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise except as require by law.
SOURCE Loblaw Companies Limited