TORONTO, July 22, 2011 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare company, today announced that it has entered into an agreement to acquire 75% of the issued and outstanding securities of Performance Orthotics Inc., Footcare Dispensary Inc., and Foot Stress Inc. (collectively "Performance Medical Group").  The Performance Medical Group operates clinics in over 50 locations, largely in Ontario, offering state-of-the-art custom orthotics, custom bracing, laser and shockwave therapy.

As stated in the May 6, 2011 press release announcing the agreement to acquire LifeMark Health, LifeMark had a number of acquisitions in progress, which included Performance Medical Group. This acquisition provides Centric Health with the ability to offer orthotic and bracing services across the Company including the surgical, eldercare and home care, and physiotherapy divisions. In addition, Performance Medical Group has strong relationships with physician groups that can now access the Centric Health continuum of care.

The total consideration to be paid on closing comprises $3 million in cash and the issuance of up to 3 million Centric Health common shares at an issue price of $2.33 per share (the "Performance Shares"), released in equal annual tranches, subject to the entire business (100% of Performance Medical Group) achieving certain Warranted EBITDA⁽¹⁾ targets for the two years ending August 31, 2013. The transaction equates to a 5-6x EBITDA multiple based upon the latest financial information for the Performance Medical Group. The Company will also issue warrants to the vendors to purchase up to 2 million Centric Health common shares, subject to outperformance of the total 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. The Performance Shares and warrants will be issued and delivered to, and held by, an independent escrow agent upon successful closing of the transaction, and will be released to the vendors in tranches upon the achievement or outperformance of the EBITDA targets described above. The group will have no debt.

The Performance Medical Group transactions are subject to further satisfactory due diligence, definitive documentation, financing and regulatory approvals and customary closing conditions. Until all the closing conditions are satisfied or waived, there can be no assurances that these transactions will be completed. If all closing conditions are satisfied, closing is expected to occur on or before September 30, 2011.

"The acquisition provides Centric Health with a significant opportunity to expand and implement Performance Medical Group's products and services throughout the group," said Daniel Carriere, Chief Executive Officer of Centric Health. "Dr. Copeland is one of the leading podiatrists in Canada, and we look forward to working with him and his team."

"Performance Medical Group presents a natural addition to our physiotherapy clinics," said Craig Gattinger, Chief Executive Officer of LifeMark Health, part of Centric Health.  "We expect that the ability of Performance Medical Group to both custom fit and custom manufacture orthotic products for our patients will provide for the best available treatment options."

"This is an exciting time to join Centric Health and I look forward to doubling the number of locations and expanding into other Provinces," said Dr. Glenn Copeland, founder and owner of Performance Medical Group. "We share the same core values of integrity, investing in innovation, and working in partnership with physicians to provide outstanding patient care."

About Performance Medical Group
For over 10 years Performance Medical Group has implemented its Lower Extremity Care Program in more than 50 clinics, largely in Ontario, Canada. With our experienced clinicians, Performance Medical provides patients with the opportunity to relieve lower extremity discomfort by correcting the underlying cause using our state-of-the-art computerized gait analysis technology, and offering custom-made products manufactured at our facility in Ontario, Canada.  Performance Medical Group is owned by Dr. Glenn Copeland, known as "The Foot Doctor" across North America, who has developed novel techniques to analyze the biomechanics of the foot.  Dr. Copeland is the consulting podiatrist for the Toronto Blue Jays and has also acted as a consultant to many other Major League Baseball teams.  He is on staff at Mount Sinai Hospital (Rehab and Wellbeing Clinic) in Toronto and is a leading educator of foot biomechanics.  A best-selling author, Dr. Copeland has written several books including The Foot Book and The Foot Doctor (with Stan Solomon). For further information, please visit www.performanceorthotics.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 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.