TORONTO, March 28, 2013 /CNW/ - Centric Health Corporation ("Centric
Health" or "the Company") (TSX: CHH), Canada's leading diversified
healthcare company, today announced that it has amended certain terms
of its Consulting Agreement with Global Healthcare Investments &
Solutions Inc ("GHIS"), originally dated June 2011, and the
compensation for the Company's Chairman, Dr. Jack Shevel, who is also
President of GHIS. Following a process, the amendments were unanimously
agreed to by the Centric Health Board of Directors, excluding Board
nominees of GHIS who recused themselves from voting. The amendment is
subject to approval of The Toronto Stock Exchange (TSX) and
disinterested shareholder approval.
"Following a review of Centric's stage of development, the recent key
executive appointments and related party considerations, the Board has
successfully negotiated amendments to the Consulting Agreement with
GHIS," said David Cutler, President and Chief Executive Officer,
Centric Health Corporation.
The key amendments to the Consulting Agreement and Chairman's
compensation include:
-
Cancelation of the completion fee of up to 0.5% of the enterprise value
of mergers, acquisitions, similar corporation transactions, and capital
or finance raised;
-
Waiver of the monthly advisory fee of $100,000 per month for the 15
months from October 2012 to December 2013;
-
Reduction of the monthly advisory fee from $100,000 to $75,000 per month
from January 2014 to June 30, 2015, being the termination date of the
agreement (unless extended by mutual agreement of both parties);
-
Waiver of existing Chairman's compensation of $200,000 per annum with
effect from October 2012.
"In addition to the cash flow and earnings benefits of $2.5 million over
the term of the Consulting Agreement, not including any prospective
completion fees, this transaction importantly addresses certain related
party sensitivities and enhances the investment profile going forward,"
said Daniel Gagnon, Chief Financial Officer, Centric Health
Corporation.
In consideration for these amendments, the Company will issue Centric
Health common shares ("Consideration Shares") from treasury equivalent
to $2,150,000 at a price per share equal to the 5 day volume weighted
average price ("VWAP") of shares immediately following the announcement
of the Company's 2012 annual results, subject to a maximum of 5 million
Consideration Shares issued. The Consideration Shares will be subject
to a one year hold period from their date of issuance, unless the Board
otherwise approves an earlier release. GHIS and entities controlled by
common shareholders of GHIS currently own 36,098,976 shares or
approximately 25% of the issued and outstanding common shares of the
Company as of December 31, 2012. The maximum number of Consideration
Shares issued would increase the aggregate ownership to approximately
27.5%.
"GHIS' depth and breadth of experience has given Centric Health a
leading position with an unrivaled national platform of assets and
operations with an overarching focus on quality care and outcomes. We
look forward to their continued involvement, applied international
expertise and support to the management team as a key differentiator
going forward," said David Cutler, President and Chief Executive
Officer, Centric Health Corporation.
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. 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 with 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.
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.
SOURCE: Centric Health Corporation