Montréal, Québec – November 6, 2020 –Premier Health of America Inc. (formerly known as Physinorth Acquisition Corporation Inc.) (TSXV: PHA) (the “Corporation” or “Premier Health”), a leading Canadian Healthtech company, announced today the completion of its acquisition of 9104-8306 Québec Inc. d.b.a Code Bleu Placement en Santé (“Code Bleu”), (the “Transaction”), as previously announced by the Corporation by way of press release on August 4, 2020, filed on the Corporation’s SEDAR profile.

Code Bleu is a prominent Quebec agency employing nurses, caregivers, dental staff and other health-related personnel. The finalization of the Transaction brings together two major industry actors to create a market leader with the capacity to provide exceptional user experience through technology and a deep understanding of healthcare systems’ value drivers. The Transaction involves the addition of Code Bleu’s highly experienced workforce of approximately 3,000 health professionals, an experienced management team and existing contracts. For the year ending December 31, 2019, Code Bleu generated revenues of approximately C$29.3M, an EBITDA of C$3.9M and a net income of C$2.8M, had total assets of C$5.6M, short-term liabilities of C$3.3M and no long-term liabilities. This acquisition will enable Premier Health to move forward with its Canadian expansion plan.

“The closing of the Transaction is a cornerstone of our growth strategy” said Martin Legault, CEO of Premier Health. “This important acquisition provides us with a critical mass in terms of healthcare professionals and healthcare institutions managed through our platform. The next step for the company is to expand its presence across Canada”.

Transaction Highlights

Premier Health has entered into a share purchase agreement (the “SPA”) with the shareholders of Code Bleu on August 3, 2020, to acquire all of the issued and outstanding shares of Code Bleu for a total consideration of C$17 million as per the terms of the SPA, comprised of the following:

 

  • A C$10M cash payment financed by a conventional five-year term loan;
  • a C$4.5M payment in Premier Health common shares (the “PHA Shares”), representing 6,521,740 shares at a price per PHA Share of $0.69, the value of which was established by the average daily closing price of the PHA Shares on the TSX Venture Exchange (the “TSXV” or the “Exchange”) for the consecutive 20 (twenty) trading days preceding the closing of the Transaction subject to a voluntary escrow; and
  • a C$2.5M deferred consideration payable in 3 (three) equal payments over 3 years and subject to performance objectives.

About Premier Health

Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of staffing and 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.

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.

(formerly known as Physinorth Acquisition Corporation Inc.)

[email protected] / 514-581-1473

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.