GRAND RAPIDS, MICHIGAN–(Marketwired – March 10, 2017) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Agility Health, Inc. (TSX VENTURE:AHI) (“Agility Health” or, the “Company“), a leading provider of physical rehabilitation services, orthotics and software services that benefit patients, healthcare providers and employers, is pleased to announce that it has completed the previously announced acquisition of Medic Holdings Corp. (“Medic“). Medic, through its subsidiaries, is a leading manufacturer and distributor of custom orthotics and operator of 12 foot care clinics in Ontario and Québec.
The acquisition of Medic (the “Transaction“) was completed by way of a share purchase, pursuant to which a Canadian wholly-owned subsidiary of Agility Health acquired all of the issued and outstanding shares of Medic from CJC Holdings Inc. (“CJC“) in consideration for the issuance of an aggregate of 24,364,868 voting common shares of Agility Health (“Voting Common Shares“) and 3,167,433 Voting Common Share purchase warrants (“Warrants“) to CJC, for an aggregate purchase price of CAD$2,753,230 (“Purchase Price“). Each Warrant entitles the holder to purchase one Voting Common Share at a price of CAD$0.15 for a two-year period from the date of the closing of the Transaction. The number of shares issued was determined by dividing the Purchase Price by CAD$0.113, the volume weighted average price per Voting Common Share on the TSX Venture Exchange over the thirty (30) trading days preceding January 19, 2017, the date on which the Transaction was announced. Upon closing of the Transaction, Echelon Wealth Partners Inc., financial advisor to Agility Health, was paid a financial advisory fee of CAD$500,000 for the services it provided to Agility Health in connection with the Transaction.
As a result of the Transaction, CJC owns approximately 18.87% of the issued and outstanding voting and restricted voting common shares of Agility Health on a combined basis, excluding any shares that may be issued upon exercise of the Warrants. Carolyn Cross, the controlling shareholder of CJC directly holds 2,212,390 Voting Common Shares and 221,239 Voting Common Share purchase warrants while her husband, Pierre G. Gagnon, a director of the Company, holds 2,212,390 Voting Common Shares and 221,239 Voting Common Share purchase warrants. Collectively, CJC, Mr. Gagnon and Ms. Cross own 28,789,648 Voting Common Shares and 3,609,911 Voting Common Share purchase warrants. The Voting Common Shares owned collectively by CJC, Mr. Gagnon and Ms. Cross, which are being held for investment purposes, represent approximately 22.29% of the issued and outstanding voting and restricted voting common shares of Agility Health on a combined basis, excluding any Voting Common Shares that may be issued upon exercise of the warrants.
For purposes of National Instrument 62-103, (a) the Voting Common Shares owned by Ms. Cross and CJC, including any shares that might be issued upon exercise of Voting Common Share purchase warrants, represent approximately 37.83% of the outstanding Voting Common Shares, and (b) the Voting Common Shares owned by Ms. Cross, Mr. Gagnon and CJC, including any shares that might be issued upon exercise by them of Voting Common Share purchase warrants, represent approximately 39.86% of outstanding the Voting Common Shares. The combined securityholding percentage of Ms. Cross and CJC in the Voting Common Shares increased from 4.55% prior to the Transaction to 37.83% after the Transaction. CJC is a private holding company incorporated under the Business Corporation Act (Ontario) and has its head office at 333 Wyecroft Rd., Oakville, Ontario L6K 2H2. An early warning report for CJC will be filed with the applicable Canadian securities commissions and will be available on the Company’s SEDAR profile at www.sedar.com. A copy may also be obtained by contacting Wayne Cockburn at 905-505-0770.
“We’re very pleased to be moving forward with the acquisition of Medic,” said Steven N. Davidson, CEO of Agility Health. “Our combined orthotics businesses are synergistic and together, represent a solid platform on which to build a leading presence in North American foot care. We expect the acquisition of Medic to be immediately accretive to Agility Health’s earnings in the first full fiscal year after closing, and work is already underway to maximize the operational effectiveness and marketing opportunities for this growing business unit.”
The Company is also pleased to announce the appointment of Pierre G. Gagnon as a director of the Company, bringing the total number of directors of the Company to six. Mr. Gagnon, CEO of Medic, has more than 35 years’ experience working with small and medium sized enterprises (“SMEs“). Complementing his work with SMEs, Mr. Gagnon also has many years’ experience as a director of private and public companies, including his current board positions with Baymount Corp., Altitude Resources Inc., Abba Medix Group and Spruce Ridge Resources Inc. Mr. Gagnon is also managing director of Chancery Investments Inc., a private investment company.
In addition, Agility Health appointed Telfer Hanson as Corporate Development Officer of the Company and President of Medic upon closing of the Transaction. In connection with such appointment, the board of directors granted options under the Company’s stock option plan to Mr. Hanson to acquire an aggregate of 250,000 Voting Common Shares at an exercise price of $0.11 per share (being the closing price of the Voting Common Shares on the TSX Venture Exchange on March 9, 2017). The options have a five year term and will vest over a period of 12 months, with 1/4 of the options vesting every three months.
About Agility Health
Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Health operates a multi-state network of outpatient rehabilitation clinics and provides contracted services to hospitals, nursing homes and other institutional clients, providing care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and a variety of other injuries and conditions. In addition, Agility Health provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of January 1, 2017, Agility Health operates 84 outpatient or onsite rehabilitation locations in 14 states. Agility Health’s contract therapy services business provides rehabilitative services to 36 hospitals and inpatient rehabilitation units and 37 nursing homes, long-term care facilities and other service locations in 11 states. For more information, please visit www.investors.agilityhealth.com.
Forward-Looking Information
This press release contains forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health’s management. In some cases, the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumption and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the 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.
Steven N. Davidson
Chairman and Chief Executive Officer
(613) 356-5000
Ray Matthews
Ray Matthews and Associates
(604) 818-7778
[email protected]
