Agility Health, Inc.
TSX VENTURE : AHI

October 08, 2013 10:26 ET

Agility Health, Inc. Completes Going Public Transaction

(Trading Expected to Commence on October 10, 2013 on the TSX Venture Exchange)

GRAND RAPIDS, MICHIGAN--(Marketwired - Oct. 8, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Agility Health, Inc. (TSX VENTURE:AHI), a healthcare services company with its headquarters in Grand Rapids, Michigan is pleased to announce that it has completed its going public transaction by way of a reverse takeover of Thornapple Capital, Inc. ("Thornapple"), a capital pool company pursuant to the TSX Venture Exchange Corporate Finance Manual Policy 2.4 - Capital Pool Companies. The reverse takeover proceeded by way of a triangular merger ("Merger") among Thornapple, Agility Health Holdings Inc. ("Agility Holdings") and Agility Acquisition Co., a wholly-owned subsidiary of the Thornapple, under the General Corporation Law of the State of Delaware. Prior to the Merger, Thornapple changed its name to "Agility Health, Inc." ("New Agility"). Pursuant to the Merger, Agility Holdings became a wholly-owned subsidiary of New Agility, which will carry on the business of Agility Holdings.

"We are pleased to announce our going public transaction as we seek to position Agility for continued growth in our core physical rehabilitation markets," commented Steven Davidson, Chief Executive Officer of Agility Health. "Agility's public listing is a critical milestone in fulfilling our commitment to consolidating and building Agility's leadership position in our segment of the health care services industry," he added.

Information Concerning Agility

Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Holdings 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 provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of March 31, 2013, Agility Health operated 47 outpatient rehabilitation clinics in eight states. Agility Health's contract therapy services business provided rehabilitative services to 29 hospitals and inpatient rehabilitation units, 47 nursing homes, long-term care facilities and other service locations in 13 states.

The Merger

In connection with the Merger, each outstanding Agility Holdings common share ("Agility Share") was exchange for a combination of 591.12 restricted voting common shares ("Restricted Voting Common Shares") and/or voting common shares ("Voting Common Shares" and together with the Restricted Voting Common Shares, the "New Agility Shares") in the capital of New Agility, as applicable, and warrants and compensation options of Agility Holdings were exchanged for warrants and compensation options of New Agility. The issuance of Voting Common Shares and Restricted Voting Common Shares occurred at a deemed price of $0.10 for aggregate deemed consideration of $13,250,000. After giving effect to the Private Placement (as defined below), the total number of New Agility Shares issued pursuant to the Merger was 20,434,761 Voting Common Shares and 114,065,000 Restricted Voting Common Shares. Former shareholders of Agility Holdings hold approximately 93.04% of the issued and outstanding New Agility Shares and former shareholders of Thornapple hold approximately 6.96% of the New Agility Shares.

Pursuant to the Merger, each of Steven Davidson and Kenneth Scholten acquired 9,217,500 Voting Common Shares and 57,032,500 Restricted Voting Common Shares, respectively, at a deemed price of $0.10 per share. As a result, each of Mr. Davidson and Mr. Scholten now hold 11,295,000 Voting Common Shares and 57,032,500 Restricted Voting Common Shares representing approximately 37.03% of the outstanding Voting Common Shares and 50% of the outstanding Restricted Voting Shares, respectively.

On September 4, 2013, the TSX Venture Exchange ("TSX-V") conditionally approved the listing of additional Voting Common Shares pursuant to the Qualifying Transaction. The Voting Common Shares of New Agility are expected to commence trading on Tier 1 of the TSX-V under the symbol "AHI" on October 10, 2013. The Restricted Voting Common Shares will not be listed on the TSX-V, but are convertible into Voting Common Shares at the option of the holders thereof (and subject to certain undertakings with respect to maintaining public distribution continued listing requirements).

Upon completion of the Merger, an aggregate of 18,435,000 Voting Common Shares and 114,065,000 Restricted Voting Common Shares of New Agility held by certain of the Principals (as such term is defined by the TSX-V Corporation Finance Manual Policy 1.1 - Interpretation) will be subject to the escrow requirements of the TSX-V.

Detailed disclosure relating to the qualifying transaction can be found in Thornapple's information circular dated August 28, 2013 available on SEDAR (www.sedar.com).

Private Placement

Prior to the completion of the Qualifying Transaction, Agility Holdings completed a private placement (the "Private Placement") of Agility Shares at a price of $59.11 per Agility Share for gross proceeds of $199,969.25. Pursuant to the Merger, each Agility Share issued under the Private Placement was exchanged for Voting Common Shares on the basis of approximately 591.12 Voting Common Shares for each Agility Share at a deemed price of $0.10 per Voting Common Share. Agility Holdings completed the Private Placement so that New Agility would satisfy the public distribution requirements for a Tier 1 issuer pursuant to the listing policies of the TSX-V.

Acquisition of Work-Fit

On September 17, 2013, Agility Health entered into a definitive purchase agreement to complete the previously announced acquisition of all of the issued and outstanding capital stock of Work-Fit, LLC. ("Work-Fit") for approximately US$7,300,000. Work-Fit provides worksite injury prevention and management programs that deliver cost-containment solutions to clients in their work place. Closing of the acquisition is expected to occur in mid-October, 2013.

Regulatory Disclosure

Mr. Davidson and Mr. Scholten may, in the future, take such actions in respect of their holdings as deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of New Agility through open market purchases or privately negotiated transactions, or the sale of all or a portion of their holdings in the open market or in privately negotiated transactions to one or more purchasers.

Cautionary Statements

The TSX-V has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on New Agility's current belief or assumptions as to the outcome and timing of such future events. Forward-looking information is necessarily based upon a number of assumptions and factors that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Those assumptions and factors are based on information currently available to New Agility. Such material factors and assumptions include, but are not limited to: New Agility's ability to execute on its business plan; the acceptance of New Agility's products and services by its customers; the completion of the acquisition of Work-Fit; and, to the extent needed, that additional financing is available. Although New Agility has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information contained in this press release is made as of the date hereof and New Agility is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Contact Information

  • Agility Health, Inc.
    Steven N. Davidson
    Chief Executive Officer
    (616) 356-5000

    Media Contact:
    Lambert Edwards & Associates
    Timothy Sipols
    (616) 233-0500
    tsipols@lambert-edwards.com