MONTRÉAL, Sept. 03, 2020 (GLOBE NEWSWIRE) — On August 4th, 2020 Premier Health of America Inc. (formerly known as Physinorth Acquisition Corporation Inc.) (TSXV: PHA) (the “Corporation” or “Premier Health”), a leading Canadian Healthtech company, announced that on August 3rd, 2020, it had entered into a share purchase agreement (the “SPA”) to acquire 100% of the issued and outstanding shares of 9104-8306 Québec Inc. d.b.a Code Bleu Placement en Santé (“Code Bleu”), (the “Transaction”).
Transaction DetailsCode Bleu is a prominent Quebec agency employing nurses, caregivers, dental staff and other health-related personnel. For the year ending December 31, 2019, Code Bleu generated revenues of approximately C$29.3M, an EBITDA of C$3.9M and a net income of C$2.8M, had total assets of C$5.6M, short-term liabilities of C$3.3M and no long-term liabilities. Premier Health has entered into the SPA with the shareholders of Code Bleu, to acquire all of the issued and outstanding shares of Code Bleu for a total consideration of C$17 million, comprised of a C$10M cash payment, a C$4.5M payment in Premier Health common shares (the “PHA Shares”), the value of which will be established by the average daily closing price of the PHA Shares on the TSX Venture Exchange (the “TSXV” or the “Exchange”) for the consecutive 20 (twenty) trading days preceding the closing of the Transaction, which price per PHA Share shall not be below the Discounted Market Price of the PHA Shares on the TSXV, as per applicable TSXV policies, and a C$2.5M deferred consideration payable over 3 (three) years and subject to performance objectives. The transaction is subject to customary conditions precedent, including without limitation, TSXV approval and completion of satisfactory due diligence, and is expected to close on or about October 1st, 2020. The Transaction is an arm’s-length transaction, and no finder’s fee is to be paid in connection with the Transaction.Exchange ApprovalThe TSXV has conditionally accepted the Company’s notice for filing in connection with the Transaction and Premier Health continues to work with the TSXV to satisfy the Exchange’s conditions to obtaining final approval of the Transaction.Closing of the TransactionThe transaction is proceeding as expected. The Closing of the Transaction is subject to customary closing conditions, in addition to the requirement to obtain the approval of the TSXV as noted above. Premier Health intends to close the Transaction as soon as possible following receipt of such approvals and will continue to issue news releases regarding the status of the Transaction until the Transaction has closed in accordance with applicable policies of the Exchange.About Premier HealthPremier Health is a leading Canadian Healthtech company that provides a comprehensive range of staffing and outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary PSweb platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper and more accessible care services.Non-GAAP MeasuresEarnings 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.
(formerly known as Physinorth Acquisition Corporation Inc.)
jrpronovost@premierhealth.ca / 514-581-1473Neither 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.
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