Premier Health announces results of shareholders’ meeting
Montréal, Québec — February 4, 2022
Premier Health of America Inc. (TSXV: PHA) (“Premier Health” or the “Corporation”) announces that all matters submitted to shareholders for approval as set out in detail in the Corporation’s management information circular (“Circular”) dated January 7, 2022, were approved at its annual general and special meeting of shareholders (the “Meeting”) held virtually on Friday, February 4, 2022. At the Meeting, Raymond Chabot Grant Thornton LLP was re-appointed as the auditor of the Corporation and the following members of the board of directors, Martin Legault, Éric Chouinard, Joseph Cianci, Anne Côté, Hubert Marleau, Jean-Robert Pronovost, Pierre-Luc Toupin and Gilles Seguin, were elected for the ensuing year.Shareholders also voted in favour of ratifying and approving the continuation of the incentive Stock Option Plan of the Corporation.
In addition to the above, disinterested shareholders of the Corporation voted in favour of a resolution proposed in the Circular authorizing the Corporation to make certain amendments to an escrow agreement entered into by and between the Corporation and certain shareholders, as part of the acquisition by the Corporation of 9104-8306 Québec (d.b.a. Placement Code Bleu) (the “Escrow Agreement”), as announced by the Corporation in its press release dated November 6, 2020.
Please refer to the Corporation’s Circular for further details with respect to the amendments associated with the Escrow Agreement.
In total, 32,462,685 Premier Health common shares were voted, representing 60.08% of total shares issued and outstanding as at the record date of the Meeting.
About Premier Health
Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary PSweb platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper and more accessible care services.
For Further Information Please Contact:
Mr. Jean-Robert Pronovost
Vice-President, Corporate Development
Premier Health of America Inc.
[email protected] / 1 800 231 9916
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the TSX Venture Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that maycause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedar.com.
Montréal, Québec — November 9, 2023
Premier Health of America Inc. (TSXV: PHA) (“Premier Health” or the “Corporation”), a leading Canadian Healthtech company, is pleased to announce that it has completed the acquisition of 100% of the outstanding shares of Solutions Staffing Inc. (“Solutions Staffing” or “SSI”) from its shareholders (the “Transaction”). As a result of the Transaction, Solutions Staffing has become a wholly owned subsidiary of the Corporation and will continue its business which consists in providing specialized healthcare staffing services. The total minimum consideration for the Transaction is C$21M (the “Purchase Price”) plus working capital and tax adjustments payable in cash, plus a variable consideration based on the achievement of performance objectives, minus indebtedness as more fully detailed below. Concurrently with the Transaction, the Corporation is also reaching financial close on the $50 million financing announced on October 30, 2023. The proceeds of the financing are used for the Transaction and to refinance a large portion of the Corporation’s outstanding debts.
“We are very excited with the opportunity to continue growing Solutions Staffing’s travel nurse operations with its experienced management team.” said Martin Legault, CEO of Premier Health. “The acquisition of SSI will result in Premier Health becoming a national service provider with activities across Canada, an important milestone for our company.”
Solutions Staffing is a healthcare staffing agency that offers short and long-term healthcare assignments, ranging from 1 to 52 weeks, in communities across Canada. SSI’s approach is to offer professional nurses and healthcare workers, the opportunity to use their considerable experience in a flexible environment that is adapted to their needs and aspirations, while supporting clients through extensive procedures and policies as well as a dynamic company philosophy. SSI has a remarkable pool of Registered Nurses, Licensed Practical Nurses, and Allied Healthcare Professionals, ready to help organizations meet their staffing challenges. Staff that are sourced through SSI are supported in their practice by competitive compensation, travel and accommodation rewards, educational opportunities and 24/7 clinical support. Solutions Staffing is active in British Columbia, Alberta, Saskatchewan, Northwest Territories, Nunavut, and Yukon. For its fiscal year ending September 30, 2022, SSI had unaudited revenues of C$74.0M, an EBITDA of C$6.7M and a net income of C$4.9M.
“Our objective in teaming up with Premier Health is to leverage our offering of superior care and services to our communities with healthcare centric technologies” said Sandra Shannon, COO of SSI. “This will enable SSI to continue building on its foundation with the best tools.”
Transaction Details
As per the Agreement with the shareholders of Solutions Staffing, the Corporation acquired all the issued and outstanding shares of SSI on a cash and debt free basis for a total consideration of C$21.0M plus net working capital and taxes adjustments of C$1.8M paid at closing, and a variable deferred cash consideration payable over two years ranging from nil to C$6M depending on the achievement of EBITDA objectives by SSI. An amount of C$1.2M is also payable based on the actual collections of certain receivables.
The Transaction was carried out through a newly created wholly owned subsidiary of the Corporation, 1424982 B.C. Ltd. (“SubCo”). The Transaction is an arm’s length transaction and is subject to final working capital adjustments to be completed within 90 days following the closing of the Transaction. Acumen Capital Partners acted as financial adviser for the Transaction.
About Premier Health
Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary LiPHeâ software platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper, and more accessible care services.
Non-GAAP Measures
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”), is calculated as the net profit (loss), before acquisition and transaction costs, non-cash expenses (including loss from disposal of assets, impairments, amortization and depreciation and stock-based compensation), interest expense, net of interest income and income tax expense.
For Further Information Please Contact:
Mr. Jean-Robert Pronovost
Vice-President, Corporate Development
Premier Health of America Inc.
[email protected] / 1 800 231 9916
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedar.com.