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.