Premier Health of America Inc.
Montréal, Québec — March 17, 2021 – Premier Health of America Inc. (TSXV: PHA) (“Premier Health” or the “Corporation”), a leading Canadian Healthtech company, is pleased to announce that it has acquired, through a wholly owned federally incorporated subsidiary 12751232 Canada Inc. (“AcquisiCo”), 100% of the outstanding shares of Solutions Nursing L.F.C. Inc. and Formation Solutions Nursing Inc., (collectively “Solutions Nursing”) for a total consideration of C$2,700,000 payable in cash (the “Transaction”), as more fully detailed below. 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 Québec 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 Québec 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.”
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 acheivement of EBITDA objectives. The Transaction is an arm’s-length transaction, and no finder’s fee was paid in connection with 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 PSweb software 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
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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.