AlliancePharma Inc.
TSX VENTURE : APA

AlliancePharma Inc.

June 02, 2015 09:13 ET

AlliancePharma Completes the Acquisition of Elitis Pharma

The Company becomes the largest placement firm in the pharmacy sector in Quebec

THETFORD MINES, QUEBEC--(Marketwired - June 2, 2015) - AlliancePharma Inc. (TSX VENTURE:APA) ("AlliancePharma" or "The Company") is pleased to announce it has completed the acquisition of Élitis Pharma Inc. ("Élitis"), (the "Transaction"), becoming the largest provider of replacement pharmacists in Quebec. With this strategic acquisition, AlliancePharma accesses the services of some 600 replacement pharmacists, and consolidates this service throughout Quebec, with a share of about 76% of the market.

The acquisition provides our management team with opportunities that will accelerate the growth objectives of the company while ensuring the level of client service excellence which had made it a success, and ultimately increasing shareholder value.

"We are very proud to have concluded a transaction which makes AlliancePharma a key player in the health services industry in Quebec. We believe that our development strategy generates value in a market that presents an attractive business potential in the short term", commented Marc Lemieux, Chairman of the Board of AlliancePharma Inc.

With industry wide demand for replacement pharmacists growing, AlliancePharma wants to leverage its privileged position in the market, while diversifying its activities into value added areas linked to the health sector. The Company intends to expand into the rest of the Canadian market over the next three years.

The Transaction

In consideration for the acquisition of the shares of Élitis, the Company has paid the shareholders of Élitis a cash amount of $2,800,000 on closing the Transaction, financed by the credit facility described below.

The Company will also make deferred payments totalling $1,350,000, adjusted as per the terms of the agreement, as more fully described in the news release dated March 7, 2015.

The initial consideration of $2,800,000 for the shares of Élitis is fully financed by a secured credit facility granted to the Company by an arm's length party on May 27, 2015 (the "Credit Facility").

As part of the Transaction, the Company has paid a finder's fee of 950,000 common shares for the acquisition and 650,000 common shares and $24,000 for the Credit Facility. All shares issued pursuant to the Transaction will be subject to a hold period of four months and one day, according to Canadian securities law.

Stock Option Plan

The Company also announces that a new incentive stock option plan ("The Plan") for directors, management, staff and consultants has been approved by the Board last May 15 to replace the existing one, subject to approval by TSX Venture ("TSXV"), and ratification by the shareholders of the Company at the 2015 Annual Shareholders' Meeting. The Company has modified its option plan in order to, among other things, (i) take advantage of the flexibility granted by the TSXV policies; (ii) raise to 15% the number of common stock options that can be granted under the Plan; and (iii) extend the maximum exercise period to 10 years.

About AlliancePharma

AlliancePharma is a leader in the recruitment and placement of pharmacists and technical assistants in Quebec. The Acquisition of Élitis Pharma forms part of the vision of the management team of the Company to expand and diversify its activities, which led to its public listing in January, 2015. Additional information regarding the Company is available at www.alliancepharma.ca and on SEDAR at www.sedar.com.

Neither the TSX Venture Exchange nor its regulatory services provider (as defined in the policies of the TSX Venture Exchange) are in any way liable for the relevance of the present release.

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

The present release regarding the Company includes forward-looking statements. The use of words such as "seek", "anticipate", "opinion", "continue", "endeavor", "estimate", "expect", "may", "will", "plan", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", and similar words and expressions, as well as the use of the future or conditional tense, is generally associated with forward-looking statements. The forward-looking statements reflect current estimates, opinions and hypotheses, based on the way the Company perceives historical trends, current conditions and projected new facts, along with other factors deemed relevant by management. Said estimates, opinions and hypotheses are inherently associated with significant uncertainties and risks, in particular in terms of the business environment, the economy and the competition, and may change. The Company cannot guarantee that said estimates, opinions and hypotheses will hold true.

The present release about the Company includes forward-looking statements regarding: perspectives in terms of the financial situation, cash flow and growth of the Company; certain strategic advantages and operational synergies; the management of the Company; projected future results of the Company.

Numerous risks and uncertainties could make the actual results of the Company vastly different from the estimates, opinions and hypotheses expressed or implied by the forward-looking statements, among others: the non-fulfillment of expected results, including the growth in operating income derived from the major initiatives of the Company; increased competition from existing or new competitors on the market; changes in the economic environment, including inflation or deflation rate, interest rates, exchange rate, price of derivative instruments and goods; inability to obtained the desired results in labour negotiations; inability to attract and keep key employees, or to manage the succession plan successfully; damages to the brands promoted by the Company; adoption of new laws or modification of existing legislation; modifications to the regulatory responsibilities of the Company, including changes to tax laws and regulations and/or future assessments; new accounting rules or modifications to existing accounting rules; the risk of infringement of the laws or the policies of the Company, or unethical behavior; the risk that possible lawsuits may have significant negative impact; and the risk that an event or series of events may interrupt the Company's activities.

The reader is cautioned that the preceding list is not exhaustive. Other risks and uncertainties of which the Company is not currently aware, or that it does not currently deem significant, may also affect the actual results and/or events, with an outcome significantly different from the one expressed in its forward-looking statements. Additional information regarding said risks and uncertainties, and other factors that might affect the activities or financial results of the Company, can be found in its Management Discussion and Analysis and other documents filed on Sedar.

The reader is cautioned not to place undue reliance on such forward-looking statements, which only speak to the expectations of the Company as of the date of the present release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law to do so.

The present release does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States of America or other territory where such an offer, solicitation or sale might be illegal. The securities described in the present release are not and will not be registered under the US Securities Act of 1933, as modified, nor State securities laws, and they cannot be offered nor sold in the United States unless duly registered to that effect or duly dispensed from such registration.

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