- Specialty Pharmacy Division bolstered by established Seniors Care
Pharmacy Business -
TORONTO, Nov. 17, 2011 /CNW/ - Centric Health Corporation ("Centric
Health" or "the Company") (TSX: CHH), Canada's leading diversified
healthcare company, today announced that it has acquired 100% of the
interests in Classic Care Pharmacy Corporation ("Classic Care").
Classic Care provides pharmaceutical dispensing, delivery and
consulting services to long-term care homes and retirement residences.
With three Ontario locations in London, Burlington and Ottawa, Classic
Care currently services over 200 municipal, non-profit and for-profit
care homes with over 16,000 residents. With various medication
dispensing systems, Classic Care has created a safe and efficient
medication administration process that ensures each resident receives
the correct dose of medication at the correct time.
"With Classic Care's annual revenues of approximately $65 million, the
acquisition significantly advances our Specialty Pharmacy Division
capabilities across Ontario, and provides an excellent opportunity to
expand our service offering to eldercare homes through bundling Classic
Care's pharmacy services with Centric's existing rehabilitation
services provided by our Seniors' Wellness Division," said Ingrid
Davis, Director of Centric Health.
"Currently, less than 10% of the more than 45,000 beds serviced by
Centric's Eldercare division currently receive medications from
Classic, providing significant synergies and growth opportunities."
said Daniel Carriere, Chief Executive Officer of Centric Health.
"Over the past decade and a half, Moe Green, Founder and CEO of Classic
Care, and his team have built one of the leading pharmacy businesses
focused on the seniors care market in Ontario. We look forward to
leveraging Classic Care's entrepreneurial culture and extensive
industry knowledge to compliment our strategy and to support our
national expansion" said Dr. Jack Shevel, Chairman of Centric Health.
"Joining the Centric Health team represents an opportunity for our
pharmacy to expand the services we can offer to our customers, and
provides new and exciting growth opportunities for our employees," said
Moe Green, founder and Chief Executive Officer of Classic Care. "Our
team shares Centric's core values, and we look forward to growing the
Specialty Pharmacy business in the years to come."
The total consideration paid for the acquisition was $50 million,
comprised of $25 million in cash and the balance to be settled by the
issuance of 14,050,469 common shares in Centric Health. 2,810,094 of
the issued common shares ("Performance Shares") will held in escrow
subject to certain of the Vendors' representations, warranties and
indemnities including the business achieving a Warranted EBITDA(1) target of $6.7 million for the 12 months ending November 30, 2012 which,
if not achieved, can be extended to an 18-month EBITDA(1) target of $10.0 million for the period ending May 31, 2013. The
Company will also issue warrants to the Vendors on closing to purchase
up to five million Centric Health common shares, vesting subject to the
outperformance of the 12-month Warranted 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.
All required approvals have been obtained and closing conditions
satisfied.
About Classic Care Pharmacy Corporation
Classic Care Pharmacy was founded in 1996 for the purpose of exclusively
providing medication and consulting services to long-term care homes
and retirement residences. With locations in London, Burlington and
Ottawa, Classic Care is committed to setting the standard for
medication safety through the employment of the most qualified
individuals in the industry. The Classic Care Mission Statement is:
"Dispensing care, professionalism and understanding to those who need
it most." This is achieved through the vision of a dedicated,
multidisciplinary team committed to delivering services to the
physicians, nurses, residents and family members of the Homes it
services. More information can be found at www.classiccare.ca
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, surgical and medical centres, homecare, home medical
equipment, 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.
(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.