TORONTO, Dec. 9 /CNW/ - Centric Health Corporation ("Centric Health") (TSX: CHH), Canada's leading diversified healthcare company, today announced that it has entered into an agreement to acquire Surgical Spaces Inc. ("Surgical Spaces"), the owner and operator of two of Canada's leading ambulatory healthcare facilities, False Creek Surgical Centre in Vancouver ("FCSC") and Maples Surgical Centre in Winnipeg ("MSC") (collectively the "Centres").

The total consideration to be paid for the acquisition will be approximately $24 million, comprised of $8 million in cash, approximately $5 million of assumed debt, and up to $11 million to be settled by the issue of Centric Health common shares (the "Performance Shares"), subject to the business achieving EBITDA of $4.1 million for the year ending December 31, 2011 (the "Warranty Period"). Centric Health also issued warrants to the vendors to purchase up to 8 million Centric Health common shares, subject to outperformance of the EBITDA target.  Each warrant will entitle the holder to purchase one Centric Health common share at an exercise price equal the five (5) day volume weighted average share price of Centric Health common shares on the TSX immediately prior to the closing date. The Warrants will have a three (3) year term from the date on which they vest and become exercisable. The Centres are expected to generate combined annual revenues in excess of $21 million during the Warranty Period.

The maximum number of securities issuable in connection with the acquisition is up to 19,827,957 Centric Health common shares (or approximately 32.42% of Centric Health's issued and outstanding common shares, on a non-diluted basis) as follows: (A) up to 11,827,957 Performance Shares; and (B) upon exercise of the warrants, up to 8 million Centric Health common shares. 

The TSX requires that security holder approval be obtained in those instances where the number of securities issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis.  Centric Health intends to rely on an exemption granted by the TSX from the requirement to hold a formal shareholder meeting on the basis that holders of more than 50% of Centric Health's common shares have consented to the issuance of the securities.  The transaction will not materially affect control of Centric Health given Global Healthcare Investments and Solutions, Inc.'s current shareholdings.

As a result of the acquisition, if the business outperforms the EBITDA target, Mark Godley, will, directly or indirectly, hold up to a maximum of 14,280,741 common shares of Centric Health which represents approximately 18.93% of the current issued and outstanding common shares of Centric Health, on a non-diluted basis, immediately following the issuance, as follows (A) up to 8,840,741 Performance Shares; and (B) upon exercise of the warrants, up to 5,440,000 common shares.

The closing of the acquisition is subject to regulatory approval, and other customary closing conditions.  It is anticipated that closing will occur in January 2011.

"This acquisition of high quality healthcare facilities complements our strategy and establishes a network of healthcare centres across Canada," said Dr. Jack Shevel, Chairman and Interim Chief Executive Officer of Centric Health. "This will improve access and expand our range of services in partnership with doctors and staff."

Surgical Spaces operates state-of-the-art facilities which offer same day surgery and overnight procedures. The FCSC and MSC have some of the most advanced technology available in the areas of 3T magnetic resonance imaging, 64 slice CT scans, diagnostic ultrasound, and X-ray. This all inclusive medical destination also offers executive wellness, family health practice, specialty services and an urgent care centre. "We at Surgical Spaces are passionate about an accessible, patient-focused healthcare system that will continue to provide comprehensive quality health care," said Dr. Mark Godley, Founder and Medical Director of Surgical Spaces. "We are looking forward to joining the Centric Health family, which shares our vision and passion for bringing quality care to patients in partnership with healthcare professionals. Together, we will continue to invest in cutting edge technology and provide innovative solutions for quality care and excellent outcomes."

About Surgical Spaces

Surgical Spaces is an independent owner and operator of private healthcare centres in Canada. The Company established its first surgical centre in the city of Vancouver, BC (False Creek Surgical Centre) in April of 1999. The Company's second facility, located in Winnipeg, MB, (Maples Surgical Centre) opened in 2001. In 2006, the Company expanded its Vancouver facility to include a full primary care infrastructure including a fully equipped emergency room and a state of the art advanced diagnostic imaging department to create a vertically integrated health centre for its patients. The Company and its subsidiaries operate and manage both False Creek Surgical Centre and the Maples Surgical Centre as surgical facilities. The Centres offer same day surgery and overnight procedures. The Medical Departments include cosmetic, plastic, reconstructive, orthopedic, gynecology, general surgery, urology, neurosurgery and ear, nose and throat ("ENT"). Advanced interventional pain management programs are offered as well as minimally invasive medical/surgical procedures that cover many medical specialties. Surgical Spaces also offers primary care, emergency and diagnostic services and executive health and wellness programs. Customers include non-residents, Regional Health Authorities, Workers' Compensation Boards, the Royal Canadian Mounted Police, and Canadian Department of Defence ("D&D").  For further information, please visit www.surgicalspaces.com and www.nationalsurgery.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. 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. 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 majority 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.