CRH resumes repurchases CRH Medical Receives TSX Approval for Renewal of Normal Course Issuer Bid
VANCOUVER, November 5, 2018 - CRH Medical Corporation (the “Company”) (TSX: CRH) (NYSE American: CRHM), announces that it has received approval from the Toronto Stock Exchange (“TSX”) of its Notice of Intention to renew its existing Normal Course Issuer Bid (the “Bid”).
Pursuant to the Bid, the Company may purchase for cancellation up to 7,044,410 of its common shares (“Common Shares”), or approximately 9.74% of the Common Shares outstanding as of the date of this announcement (representing 10% of the public float). As of October 31, 2018, there were 72,323,738 Common Shares of the Company issued and outstanding, and the public float consisted of 70,444,105 Common Shares.
The Bid is being adopted in addition to, and not as a substitute for, other investments in growth opportunities historically undertaken and contemplated by the Company. The Bid will be funded through the Company’s internally generated cash flow from operations.
The purchases will be made by the Company through the facilities and in accordance with the rules of the TSX and Rule 10b-18 (“Rule 10b-18”) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the price which the Company will pay for any such Common Shares will be the market price at the time of acquisition. The Company will make no purchases of Common Shares other than open market purchases or other means approved by the TSX. Other than block purchases allowable under the TSX rules, purchases will be subject to a daily restriction of 46,958 Common Shares, being 25% of the average daily trading volume for the preceding six months. In addition, purchases of Common Shares through the facilities of the NYSE American stock exchange (“NYSE American”) will be made in compliance with Rule 10b-18, which contains similar restrictions on the number of shares that may be repurchased based on the average daily trading volumes of the Common Shares on NYSE American, subject to certain exceptions for block purchases.
The actual number of Common Shares of the Company that are purchased for cancellation under the Bid, if any, and the timing of such purchases will be determined by the Company. The Board of Directors of the Company believes that the proposed purchases are in the best interests of the Company and are a desirable use of corporate funds.
The Company expects to renew its automatic purchase plan (the “Plan”) under which its broker may purchase Common Shares according to a prearranged set of criteria. The Plan will enable the purchase of Common Shares at any time, including when the Company would not ordinarily be active in the market because of internal trading blackout periods, insider trading rules or otherwise. The purchases under the Plan will be made in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”). The Plan will terminate on the earliest of: the date on which the purchase limits specified in the Plan have been attained, the date on which the Bid terminates or the date on which the Plan is terminated by a party in accordance with its terms. To the knowledge of the Company, no director, senior officer or other insider of the Company currently intends to sell any Common Shares under the Bid. However, sales by such persons through the facilities of the TSX or NYSE American may occur if the personal circumstances of any such person changes or any such person makes a decision unrelated to these purchases under the Bid. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.
The Bid will commence on November 9, 2018, with first purchases under the Plan beginning November 19, 2018, and will terminate on the earlier of: (i) November 8, 2019, (ii) the date the Company completes its purchases pursuant to the notice of intention filed with the TSX, or (iii) the date of notice by the Company of termination of the Bid.
For its current normal course issuer bid that expires on November 8, 2018, the Company previously sought and received approval from the TSX to purchase up to a maximum of 7,120,185 Common Shares. Through facilities of the TSX and the NYSE American, the Company re-purchased and cancelled 2,238,700 of its Common Shares for a total cost of CAD $7,005,369.60. The volume weighted average purchase price paid for the shares was approximately CAD $3.13.
About CRH Medical Corporation:
CRH Medical Corporation is a North American company focused on providing gastroenterologists throughout the United States with innovative services and products for the treatment of gastrointestinal diseases. In 2014, CRH became a full-service gastroenterology anesthesia company that provides anesthesia services for patients undergoing endoscopic procedures in ambulatory surgical centers. To date, CRH has completed 19 anesthesia acquisitions. CRH now serves 45 ambulatory surgical centers in ten states and performs approximately 298,000 procedures annually. In addition, CRH owns the CRH O'Regan System, a single-use, disposable, hemorrhoid banding technology that is safe and highly effective in treating all grades of hemorrhoids. CRH distributes the O'Regan System, treatment protocols, operational and marketing expertise as a complete, turnkey package directly to gastroenterology practices, creating meaningful relationships with the gastroenterologists it serves. CRH's O'Regan System is currently used in all 48 lower US states.
Forward-Looking Statements:
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