TORONTO, Feb. 13, 2012 /CNW/ - With reference to the news release dated
 November 8, 2011, Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare services company,
 today announces that all closing conditions have been satisfied and it
 has completed the acquisition of Motion Specialties Inc. ("Motion Specialties").  Motion Specialties Inc. is comprised of the amalgamation of all 24
 Motion Specialties businesses and locations in three provinces of
 Canada.  Motion Specialties is a leading home health care provider
 offering a wide variety of mobility devices, including; wheelchairs,
 scooters, walkers, bathroom safety equipment, portable oxygen,
 Continuous Positive Airway Pressure ("CPAP"), and home accessibility
 products such as stair lifts and home elevators.
"Motion Specialties strengthens and complements our service offerings in
 our Home Medical Equipment Division and extends our cross-selling
 capabilities to patients in our other business units such as our
 155-clinic strong physiotherapy network, medical assessments,
 rehabilitation, homecare, pharmacy services, and over 45,000 residents
 in long term care and retirement homes serviced by Centric," said Daniel Carriere, Chief Executive Officer of Centric Health.  "The merger is further
 supported by management's remarkable track record in guiding the
 company through a significant period of growth. This, combined with a
 distinctive focus on quality care and value added services will be an
 asset to the Centric Health team and we are excited to welcome over 475
 Motion employees to the Centric Family."
"Being part of Centric Health is a natural evolution for our
 organization and we look forward to shared success by continuing to
 provide Canadians access to a superior selection of home health care
 products," said David Fraser, President of Motion Specialties. "We see an excellent strategic fit
 between Motion Specialties and Centric Health and are excited by the
 growth opportunities within the Canadian healthcare sector."
David Fraser joined Motion Specialties in 2006 with an extensive
 background in the health care industry. Prior to joining Motion, David
 was the Senior Vice President of Shoppers Home Health Care for
 approximately six years, and prior to that held senior management
 positions with Shoppers Drug Mart for 14 years. Under David's
 leadership, Motion Specialties has experienced compounded annual sales
 growth in excess of 15%.
For the twelve months ended May 31, 2011 Motion Specialties generated
 consolidated annual revenue of $78 million and EBITDA margins of 6% to
 7%.  The total consideration to be paid for Motion Specialties is based
 on a 3 year performance based formula, comprised of up to $30 million
 in cash and the issuance of up to 12.5 million Centric Health common
 shares a portion of which is to be released on achieving the actual
 EBITDA performance targets over a 3 year period as outlined below:
| Date | EBITDA Performance
 Targets
 | Cash Consideration ($)
 | Share Consideration (# of Shares)
 | 
| At Closing |  | $15 million | 3.5 million | 
| Dec 31, 2012 | $7 million | $5 million | 2.5 million | 
| Dec 31, 2013 | $10 million | $5 million | 2.5 million | 
| Dec 31, 2014 | $13 million | $5 million | 4.0 million | 
| Totals |  | $30 million | 12.5 million | 
The Company will also issue warrants to the vendors to purchase up to
 7.5 million Centric Health common shares accrued based on
 outperformance of the total 3-year EBITDA target. Each warrant will
 entitle the holder to purchase one Centric Health common share at an
 exercise price equal to the five-day volume weighted average share
 price of Centric Health common shares on the TSX immediately prior to
 the closing date ("the Exercise Price"). The Warrants will have a two
 year term from the date on which they vest and become exercisable.
Notably, as stated in the May 6, 2011 press release announcing the
 agreement to acquire LifeMark Health, LifeMark had certain acquisitions
 in progress, which included Motion Specialties.  The EBITDA
 contribution and purchase consideration for Motion Specialties will be
 taken into consideration in the LifeMark valuation formula.
About Motion Specialties Inc. 
Motion Specialties began in Toronto in 1985, providing comprehensive
 home health care and accessibility solutions for mobility requirements.
 Motion Specialties is an independent Home Health Care vendor with a
 network of 24 stores in Ontario, Alberta and British Columbia. Motion
 Specialties provides a wide variety of mobility devices, including;
 wheelchairs, scooters, walkers, bathroom safety equipment, portable
 oxygen, CPAP, and home accessibility products such as stair lifts and
 home elevators. Motion Specialties also provides custom alteration and
 design options for seating and positioning systems to clients in their
 own homes, long term care and retirement homes, group homes, assisted
 living facilities and hospital and rehab centres across Canada.
Motion Specialties provides mobility services to over 200 homes across
 Canada. Motion is also a provider of mobility solutions to the
 pediatric population, helping parents find the best pediatric equipment
 to support their children and help them reach their highest level of
 function through a positive equipment selection process.  For further
 information, please visit www.motionspecialties.com.
About Centric Health
Centric Health's vision is to be Canada's premier healthcare company,
 providing innovative solutions centered on patients and healthcare
 professionals. As a diversified healthcare company with investments in
 several niche service areas, Centric Health currently has operations in
 medical assessments, disability and rehabilitation management,
 physiotherapy and surgical centres, homecare, specialty pharmacy and
 wellness and prevention. In addition, Centric's Home Medical Equipment
 Division under the MEDIchair brand has 70 stores across Canada. With
 knowledge and experience of healthcare delivery in international
 markets and extensive and trusted relationships with payers,
 physicians, and government agencies, Centric Health is pursuing
 expansion opportunities into other healthcare sectors to create value
 for all stakeholders through an unwavering commitment to the highest
 quality of care. Centric Health is listed on the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca and www.lifemark.ca. Centric Health's strategic advisor is Global Healthcare Investments &
 Solutions, Inc. ("GHIS") (www.ghis.us). GHIS and entities controlled by shareholders of GHIS are currently
 the largest shareholders of Centric Health.
This press release contains statements that may constitute
 "forward-looking statements" within the meaning of applicable Canadian
 securities legislation.  These forward-looking statements include,
 among others, statements regarding business strategy, plans and other
 expectations, beliefs, goals, objectives, information and statements
 about possible future events. Readers are cautioned not to place undue
 reliance on such forward-looking statements. Forward-looking statements
 are based on current expectations, estimates and assumptions that
 involve a number of risks, which could cause actual results to vary and
 in some instances to differ materially from those anticipated by
 Centric Health and described in the forward-looking statements
 contained in this press release. No assurance can be given that any of
 the events anticipated by the forward-looking statements will transpire
 or occur or, if any of them do so, what benefits Centric Health will
 derive there-from.
(1)The Company defines EBITDA as earnings before interest expenses, income
 taxes, and amortization and excludes stock-based compensation expense.
 EBITDA is not a recognized measure under IFRS. Management believes that
 EBITDA is a useful financial metric as it assists in determining the
 ability to generate cash from operations. Investors should be cautioned
 that EBITDA should not be construed as an alternative to net income as
 determined in accordance with IFRS.