2016-09-22 07:57 ET - News Release
Mr. David Cutler reports
CENTRIC HEALTH TO ACQUIRE BRITISH COLUMBIA-BASED CARERX SPECIALTY PHARMACIES
Centric Health Corp. has entered into a definitive agreement to acquire 100 per cent of the equity interests of CareRx Enterprises Ltd., a leading provider of pharmacy services to seniors communities in British Columbia. CareRx currently serves approximately 1,500 beds at 26 long-term care and assisted living communities through its three fulfilment centres located in Vancouver, Victoria and Nanaimo. These three centres will complement the Company's recently announced opening of a fulfilment centre in Kelowna.
Combined, Centric Health's four fulfilment centres in British Columbia will provide access to the vast majority of the province's seniors population and afford the Company the opportunity to significantly increase its market share of the 25,000 (and growing) long-term care and assisted living beds in the province. Kelowna and Victoria are the fastest growing seniors populations in Canada.
"The acquisition of CareRx is highly strategic in that it provides entry into three sizeable local markets with fast growing seniors populations and meaningfully expands our network in regions that will be important to serving national and multi-province customers," said David Cutler, President and Chief Executive Officer, Centric Health. "The CareRx business will not only be immediately accretive to Adjusted EBITDA* and earnings per share but also provides significant new opportunities for growth. With the addition of our Specialty Pharmacy infrastructure and know-how to the outstanding CareRx team, we will further strengthen the CareRx value proposition to customers, while increasing capacity and utilization at the CareRx centres by as much as three times, driving higher margins as we expand our market share in these high growth-potential markets."
Mr. Cutler added, "CareRx is a highly-respected name, based on its commitment to providing the safest medication management systems in Canada, unmatched customer service and support and the latest technologies and client-driven business processes. As a result, CareRx is an excellent fit for Centric Health and our growing Specialty Pharmacy business."
"We are extremely excited and motivated to combine forces with the exceptional team at Centric Health, a name that is known for its "Resident First" strategy and unyielding commitment to medication safety and evidence-based outcomes," said John Kwari, President of CareRx. "Becoming part of the Centric Health Specialty Pharmacy network will further enhance our clinical expertise, while enabling us to capitalize on the significant growth opportunities inherent in our business."
The transaction is subject to customary closing conditions, and is expected to close in the coming weeks.
Consideration and Payment
The cash component of the consideration for the acquisition will be paid from the funds received by the Company under its previously announced Development, Technology and Supply Agreements with Guardian and IDA Pharmacies.
CareRx will be acquired on a debt-free basis using existing sources of investment funding based on an independently verified Quality of Earnings Report for the trailing 12 months ending May 2016 as follows:
Warranted one-year pro forma (run rate) EBITDA performance target.
If, following closing until the third anniversary thereof, the Shares do not trade at a volume weighted average share price equal to or higher than $1.00 for a consecutive ten (10)-day trading period, then a cash payment will be made by the Company to the vendors for such difference based on the market price of the shares at the end of such third anniversary and the number of shares held by such vendors, subject to certain adjustments.
In addition, a $1.0 million cash payment is payable upon the execution of certain long-term contracts.
The Company also issued:
Outperform warrants to the vendors to purchase up to 1,000,000 Centric Health common shares accrued based on outperformance of the total one-year EBITDA1 target and outperform warrants to the vendors to purchase up to an additional 1,000,000 Centric Health common shares accrued based on the execution of certain long-term contracts. The outperform warrants will have a 2-year term from the date on which they vest and become exercisable.
Options to key management and staff of CareRx to purchase 1,000,000 Centric Health common shares subject to Centric's Share Option Plan.
The exercise price for the warrants is equal to the five (5)-day volume weighted average share price of the Company's common shares on the TSX prior to the date of the definitive agreement.
We seek Safe Harbor.
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