Agility Health Inc.
TSX VENTURE : AHI

Agility Health Inc.

March 03, 2017 15:50 ET

Agility Health Enters Into Amended and Restated Definitive Agreement to Acquire Medic Holdings Corp. and Completes Shares for Services Transaction

GRAND RAPIDS, MICHIGAN--(Marketwired - March 3, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Agility Health, Inc. (TSX VENTURE:AHI) ("Agility Health" or, the "Company"), a leading provider of physical rehabilitation services, orthotics and software services that benefit patients, healthcare providers and employers, today announced that it has entered into an amended and restated share purchase agreement (the "Amended Agreement") dated March 2, 2017 in respect of the acquisition (the "Transaction") of all of the issued and outstanding shares of Medic Holdings Corp. ("Medic") previously announced on January 19, 2017.

The original definitive agreement in respect of the Transaction was subject to, among other things, the completion of satisfactory due diligence investigations by Agility Health in respect of Medic, its subsidiaries and the business of Medic. Upon completion of such due diligence investigations, the parties have determined to enter into the Amended Agreement in order to provide that the purchase price ("Purchase Price") to be paid by Agility Health to acquire all of the issued and outstanding shares of Medic shall be reduced to CAD$2,753,230, representing an adjustment to the Purchase Price of approximately 17%. The Purchase Price will be satisfied by the issuance of an aggregate of 24,364,868 voting common shares in the capital of Agility ("Voting Common Shares") and 3,167,433 Voting Common Share purchase warrants ("Warrants"). Each Warrant will entitle the holder to purchase one Voting Common Share at a price of CAD$0.15 for a two-year period from the date of closing of the Transaction. Upon completion of the Transaction, Carolyn Cross, the sole shareholder of CJC Holdings Inc. ("CJC"), the current shareholder of Medic, and a resident of Ontario, will own, directly and indirectly through CJC, approximately 20.58% of the issued and outstanding voting and restricted voting common shares of Agility Health on a combined basis, excluding any shares that may be issued upon exercise of the Warrants.

The closing of the Transaction is subject to closing conditions customary for transactions of this nature, including the approval of the TSX Venture Exchange. The Transaction will not constitute a non-arm's length transaction. There can be no assurance that the Transaction will be completed as proposed or at all.

Shares for Services Transaction

In accordance with the financial advisory agreement between the Company and Maxim Group LLC ("Maxim") announced on January 31, 2017, Agility Health issued a total of 500,000 Voting Common Shares to an affiliate of Maxim on March 1, 2017 in consideration for CAD$65,000 of services rendered by Maxim to the Company during the period from February 1, 2017 to February 28, 2017. The shares were issued at $0.13 per share, the closing price of the Voting Common Shares on the TSX Venture Exchange on February 28, 2017, and are subject to a four month hold period expiring July 2, 2017.

About Agility Health

Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Health operates a multi-state network of outpatient rehabilitation clinics and provides contracted services to hospitals, nursing homes and other institutional clients, providing care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and a variety of other injuries and conditions. In addition, Agility Health provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of January 1, 2017, Agility Health operates 84 outpatient or onsite rehabilitation locations in 14 states. Agility Health's contract therapy services business provides rehabilitative services to 36 hospitals and inpatient rehabilitation units and 37 nursing homes, long-term care facilities and other service locations in 11 states. For more information, please visit investors.agilityhealth.com.

Forward-Looking Information

This press release contains forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health's management. In some cases, the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including statements regarding whether all conditions of closing set forth in the Amended Agreement will be satisfied and therefore the Transaction will be completed, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumption and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither the 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.

Contact Information

  • Steven N. Davidson
    Chairman and Chief Executive Officer of Agility Health
    (613) 356-5000

    Ray Matthews
    Ray Matthews and Associates
    (604) 818-7778
    Ray@raymatthews.ca