TORONTO, June 9, 2011 /CNW/ - Centric Health Corporation ("Centric Health" or the "Company") (TSX:
CHH), Canada's leading diversified healthcare services company, today
announced that it has entered into a new Consulting Agreement between
the Company and Global Healthcare Investments & Solutions Inc ("GHIS")
and is in the process of concluding an agreement relating to the
existing arrangement between Centric Health, GHIS Capital Inc. ("GHIS
Capital") and Alegro Health Partners, Inc ("AHP") (the "AHP
transaction").
Given the significant developments within the Company, and following a
process involving an independent committee of the Board of Directors of
Centric Health, agreements have been reached, or are being concluded,
in relation to the following:
-
Consulting Agreement: The replacement of the existing Consulting
Agreement with a new 4-year Consulting Agreement to take into
consideration the active involvement in the Company by GHIS as well as
the Company's growth and future prospects.
-
The compensation for the services provided by GHIS have been changed
from the existing annual fee of $240,000 plus 1% of the market
capitalization ("Market Cap Fee") to a fixed annual fee of $1.2 million
under the new agreement;
-
The completion fees, which are subject to approval of the Board of
Directors from time to time, have been changed from 1.5% of enterprise
value for completed transactions under the existing agreement to 0.5%
of enterprise value for completed transactions under the new agreement.
-
AHP Transaction: In 2007 AHP was formed with the agreement that the
Company would pursue and conduct all new business opportunities in the
healthcare sector distinct from the Company's rehabilitation, medical
assessment and related activities through AHP. GHIS Capital has an
existing right to acquire a 25% interest in AHP. This existing right
will be terminated pursuant to the AHP transaction. The AHP transaction
is subject to the delivery of a fairness opinion from a national tier
audit firm as well as regulatory approval, following which further
details of the AHP transaction will be announced.
-
Executive Chairman: Dr. Jack Shevel will receive compensation for his
role as Executive Chairman based on market terms as approved by the
Remuneration Committee of the Board of Directors from time to time.
Additional Remarks
"Given the significant developments within Centric Health and activity
and prospects going forward, the transactions represent an important
step by the Company in simplifying the corporate structure and advisory
arrangements as well as aligning key interests," said Peter Walkey,
Chief Financial Officer of Centric Health.
"GHIS has clearly played an extremely valuable role in the growth of the
Company. Their continued active involvement represents a significant
differentiator and driver for the future growth of Centric Health given
their commitment and success to date as well as formidable track record
in building successful companies in the healthcare sector," said Dan
Carriere, Chief Executive Officer of Centric Health.
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 / www.lifemark.ca / www.medichair.com. 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.