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2021-03-17 15:58 ET - News Release
Mr. Jean-Robert Pronovost reports
PREMIER HEALTH ANNOUNCES THE ACQUISITION OF SOLUTIONS NURSING
Premier Health of America Inc. has acquired, through a wholly owned federally incorporated subsidiary, 12751232 Canada Inc. (AcquisiCo), 100 per cent of the outstanding shares of Solutions Nursing L.F.C. Inc. and Formation Solutions Nursing Inc. for a total consideration of $2.7-million payable in cash, as more fully detailed herein. As a result of the Transaction, Solutions Nursing amalgamated with AcquisiCo and the resulting entity became a wholly owned subsidiary of the Corporation. The Corporation will continue the business of Solutions Nursing which consists in providing staffing services and specialized training.
Solutions Nursing was founded in 2003 with the mission to provide specially trained nursing staff to northern health organizations and in remote areas of Quebec and Nunavut. Solutions Nursing personnel is trained to carry out expanded role primary care assignments in isolated communities and in industrial settings such as mines. The spectrum of care covered includes community health programs, maternal and child monitoring, women's health, chronic disease monitoring, home care, medevac and more. Solutions Nursing has developed a proprietary specialized training program that is recognized by all public authorities in Quebec and Canada. For the fiscal year ending August 31, 2020, Solutions Nursing generated revenues of approximately C$4.5M, an EBITDA of C$613,884 and a net income of C$517,205, had total assets of C$1.3M, short-term liabilities of C$440,959 and long-term liabilities of C$178,457.
"The acquisition of Solutions Nursing consolidates our market position in Canada's northern regions," said Martin Legault, CEO of Premier Health. "In addition, the integration of their recognized training program and its related content on our platform will accelerate online recruiting and training. This is paramount at this stage as we start our Canadian expansion."
Transaction Details
AcquisiCo has entered into a share purchase agreement with the shareholders of Solutions Nursing, to acquire all of the issued and outstanding shares of Solutions Nursing for a total cash consideration of C$2.7 million, comprised of a C$1.9M cash payment at the closing of the Transaction and a C$800,000 deferred cash consideration payable over 2 (two) years and subject to the achievement of EBITDA objectives. The Transaction is an arm's-length transaction, and no finder's fee was paid in connection with the Transaction.
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