MONTREAL, Feb. 11, 2019 /CNW Telbec/ - Physinorth
Acquisition Corporation Inc. ("Physinorth" or the "Corporation") (TSXV: PSN.P) is pleased to announce that it has
entered into an agreement in principle dated February 8, 2019 (the "Agreement") to acquire
all of the issued and outstanding shares (the "Acquisition") of 6150977 Canada Inc. d.b.a. Groupe Premier Soin (the
"Target"), a Quebec based company incorporated pursuant to the Canada Business
Corporations Act (CBCA) and specialized in the health care services business.
Groupe Premier Soin was founded in 2003 by its current chief executive officer as a staffing services company focussing on
providing independent labour force to the Quebec healthcare sector, initially providing services
directly to hospitals and institutions. Groupe Premier Soin has developed a specialized healthcare services platform that
provides an effective and comprehensive range of staffing and outsourced services solutions for healthcare needs to governments,
corporations, and individuals. Services are provided through GPS' proprietary PSweb™ platform developed with the objective to
optimize and streamline the business to customer relationship and product offering through the use of business process automation
and business intelligence applications. The company covers multiple segments including emergency rooms and operating rooms and
currently has over 1,500 active professionals and 480 customer organizations. GPS's business model is scalable and fully
adaptable to other geographies and healthcare systems and it's CRM platform and protocols are portable to other business
verticals. Over the years Groupe Premier Soin has continuously invested in professionals, management tools and technology to
ensure best of breed services. Groupe Premier Soin has been placing healthcare professionals with more than 480 organizations
throughout the province of Quebec since it's creation in 2003 and consistently ranks in the top
3 healthcare independent labour force providers in the province. For the fiscal year ended September 30,
2018 Groupe Premier Soin had revenues of $8,310,762 for a net income of $268,036 (on an unaudited basis).
This acquisition, along with the Private Placement (as defined below), would constitute the Corporation's qualifying
transaction (the "Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The
Qualifying Transaction would not constitute a Non-Arm's Length Qualifying Transaction under the Exchange's policies and, as such,
it will not be subject to approval by the Corporation's shareholders. There are no Non-Arm's Length Parties to the CPC that are
otherwise Insiders of any target company. There are no relationships between or among the Non-Arm's Length Parties to the CPC and
the Non-Arm's Length Parties to the Qualifying Transaction. Upon completion of the Qualifying Transaction, Mr. Joseph Cianci (current CFO of the Corporation), Mr. Jean-Robert Pronovost
(current CEO of the Corporation) and Mr. Martin Legault (current CEO of the Target) will be
considered Insiders of the Resulting Issuer.
The Proposed Qualifying Transaction
Under the Agreement, Physinorth will acquire Groupe Premier Soin by issuing to its shareholders a total of 32,000,000
common shares of the Corporation (the "Acquisition Price").
All Shares held by Physinorth Principals (as defined in the Exchange's policies) will be subject to a Tier 2 Value or Surplus
Escrow Agreement (as defined in the Exchange's policies).
The Private Placement
Concurrently with the Qualifying Transaction, Physinorth has reserved the right to complete or to arrange for
completion a non-brokered private placement.
Sponsorship
The Qualifying Transaction will be subject to Exchange Policy 2.2 on sponsorship and sponsorship requirements. The
parties are currently identifying the means to obtain a potential sponsorship waiver. Obtaining a sponsorship waiver from the
Exchange should not be construed as any assurance with respect to the merits of the Qualifying Transaction or the likelihood of
completion.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if
applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in
connection with the transaction, any information released or received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release. Physinorth expects to issue a further news release in the coming days containing
additional disclosure with respect to the Corporation's insiders following the Qualifying Transaction.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Physinorth Acquisition Corporation Inc.
View original content: http://www.newswire.ca/en/releases/archive/February2019/11/c3520.html