Empower Clinics Announces Major Expansion with Proposed Acquisition of Medisure Canada. Diabetes Tests and Devices Carried In 4,000 Pharmacies and Generated $1.9m in 2020 Revenue
ACCESSWIRE
Acquisition Of Leading Canadian Diabetes Medical Device Company Significantly Expands Direct To Consumer Testing Products With 50,000 New End Users Supporting The Development Of The Kai Care Brand To North American Markets
VANCOUVER, BC / ACCESSWIRE / June 3, 2021 / EMPOWER CLINICS INC. (CBDT:CSE) (EPWCF:OTCQB) (8EC:Frankfurt) ("Empower" or the "Company") an integrated healthcare company serving patients through medical centers, telemedicine platforms and a high complexity medical diagnostics laboratory processing thousands of COVID-19 specimens, is pleased to announce the signing of a non-binding term sheet to acquire Medi + Sure Canada Inc. ("Medisure"), a leading Canadian manufacturer of medical devices for patients managing diabetes.
"This acquisition will provide an immediate impact on our footprint in Canada and bolster our direct-to-consumer testing products initiative, while expanding the breadth of our overall service offerings on an accelerated basis. Moreover, consistent with the impact on our two recent acquisitions, the addition of Empower's financial, marketing and business development resources is expected to significantly expand the success of Medisure within the first year of operations both on the ground and online." stated Steven McAuley, Chairman and CEO of Empower Clinics. "In addition to their great products, MediSure also provides us with an immediate and experienced medical device manufacturing, fulfillment and distribution point for all forms of testing products in Canada including Kai Care."
MediSure Canada President and CEO Mario Cortis stated "We are very excited to join up with Steven and his Team at Empower Clinics in our mission to grow the accessibility and reach of MediSure. I am fully confident that through Steven's leadership, the quality of MediSure's products can be scaled to serve our current customers more effectively and reach many new markets."
4,000 PHARMACIES, 50,000 END USERS, $1.9 MILLION ANNUAL REVENUE FOR BEST IN CLASS DIABETIC TESTING PRODUCTS
MediSure is a Canadian owned and operated manufacturer with over a decade of experience meeting the high cost needs of diabetic patients in an affordable and accessible manner. MediSure is a leader in the consumer driven healthcare sector with a current presence in over 4,000 Canadian pharmacies, 50,000 end users and unaudited twelve-month trailing revenues of $1.9M CAD.
Existing products include diabetic glucose meters and blood sugar tests meeting all ISO standards. Their next generation blood glucometer and noble metal FAD-GDH glucose test strip launch is planned for 2022 and the Continuous Glucose Measurement (CMG) Sensor is planned for launch in Q1 2023. MediSure and its products have extensive Health Canada licences including Medical Device Establishment License (MDEL), Medical Devices Active Licence Listing (MDALL) Class 3 and Class 2 License, and are Health Canada Multi-User Licensed.
McAuley added "As I've stated to our shareholders on multiple occasions throughout 2021, Empower is in the strongest position it has ever been and will continue to grow every aspect of our business unabated and without interruption. In addition to this acquisition, in the last 30 days alone we have announced expansions of our clinics, gone live on our KAI Saliva RT-PCR test with Air Canada and are very advanced on tripling the size of the KAI Medical Laboratory facility. We are hitting on all cylinders and well on our way to becoming a major vertically integrated healthcare company. I fully expect Empower to have continued strong business announcements in June and throughout 2021.
PROPOSED TERMS OF $3,500,000 ACQUISITION
Under the proposed terms, the Company will pay $1,000,000.00 CAD cash at closing and a $250,000.00 CAD performance holdback, for an aggregate cash payment of $1,250,000.00 CAD. In addition, at closing, the Company will issue an aggregate value of $1,250,000.00 CAD in capital of Empower. It will be deemed at a price per Share equal to the 10-day volume weighted average closing price per Share on the Canadian Securities Exchange (the "SEC") for the period ending on the last business day prior to the Closing and not subject to escrow or lock-up but shall be subject to applicable hold periods and all other rules and policies of the CSE.
Further, the issuance at the Closing of Shares having an aggregate value of $1,000,000.00 at a deemed price per Share equal to the 10-day volume weighted average closing price per Share on the CSE for the period ending on the last business day prior to the Closing, which, at the Closing, will be issued into escrow with an escrow agent appointed by Empower, and will vest in quarterly instalments over 24 months from the Closing.
The Company will also provide a $25,000.00 good faith refundable deposit within 72 hours of execution of this Term Sheet by all parties. Closing will be conditional upon successful due diligence by both parties participating in good faith on or before July 15, 2021.
ADDITIONAL DETAILS
The proposed consideration assumes a debt free transaction and will be adjusted accordingly for any level of debt assumed by the Company, directly or indirectly. The transaction is expected to be structured on a tax efficient basis, and otherwise in accordance with the requirements of requisite securities laws and the policies of the CSE.
This press release is available on the Empower Clinics Verified Forum on AGORACOM for shareholder discussion, questions and engagement with management https://agoracom.com/ir/EmpowerClinics