LL Capital Corp.
TSX VENTURE : LLA.P

June 12, 2015 12:50 ET

LL Capital Corp. Provides Further Details on the Acquisition of Syncordia Technologies and Healthcare Solutions, Inc.

TORONTO, ONTARIO--(Marketwired - June 12, 2015) - LL Capital Corp. (the "Corporation") (TSX VENTURE:LLA.P) is pleased to provide further details on the proposed qualifying transaction (the "Proposed Transaction") with Syncordia Technologies and Healthcare Solutions, Inc. ("Syncordia"), as previously announced on April 13, 2015.

BACKGROUND

On April 8, 2015, the Corporation entered into a definitive acquisition agreement (the "Definitive Agreement") with Syncordia pursuant to which the Corporation has agreed to acquire all of the issued and outstanding common shares (the "Syncordia Common Shares"), class A preferred shares (the "Syncordia Class A Preferred Shares") and class B preferred shares (the "Syncordia Class B Preferred Shares" and collectively with the Syncordia Common Shares and the Syncordia Class A Preferred Shares, the "Syncordia Shares") in the capital of Syncordia by way of a "three-cornered amalgamation" pursuant to the provisions of the Canada Business Corporations Act (the "CBCA").

Pursuant to an amalgamation agreement to be entered into between Syncordia, the Corporation and a wholly-owned subsidiary of the Corporation incorporated under the CBCA ("LL Capital Sub"), LL Capital Sub will amalgamate with Syncordia (the "Amalgamation") to form a new amalgamated corporation and the separate existence of Syncordia and LL Capital Sub will cease. The surviving amalgamated corporation will be a wholly-owned subsidiary of the Corporation.

The Proposed Transaction will constitute a reverse take-over of the Corporation by Syncordia where the former shareholders of Syncordia will own, assuming completion of the Private Placement (as defined below), up to 97.7% of the outstanding common shares in the capital of the Corporation (the "Common Shares") and all of the members of the board of directors will be designees of Syncordia.

To the knowledge of the directors and executive officers of the Corporation, no persons will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the Common Shares of the Resulting Issuer (as defined below) following completion of the Amalgamation.

Upon completion, the Proposed Transaction will constitute the Corporation's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange (the "TSXV").

SYNCORDIA PRIVATE PLACEMENT

Syncordia intends to complete a bought deal private placement (the "Private Placement") with National Bank Financial Inc. and Mackie Research Capital Corporation as joint-bookrunners and co-lead underwriters (collectively, the "Underwriters"). It is intended the Private Placement will be for an aggregate of 3,334,000 subscription receipts of Syncordia ("Syncordia Subscription Receipts"), comprised of the following: (i) 2,667,000 Syncordia Subscription Receipts at a price of CDN$3.00 per Syncordia Subscription Receipt for gross proceeds of CDN$8,001,000; and (ii) an additional 667,000 Syncordia Subscription Receipts at the same price for gross proceeds of CDN$2,001,000, to be issued pursuant to the full exercise of an option granted to the Underwriters by Syncordia (the "Underwriters' Option"). Given the full exercise of the Underwriters' Option, the total gross proceeds to Syncordia from the Private Placement is expected to be CDN$10,002,000.

Each Syncordia Subscription Receipt will be comprised of one Syncordia Common Share and one-half of one common share purchase warrant of Syncordia (each whole common share purchase warrant, a "Syncordia Warrant"). Each whole Syncordia Warrant will be exercisable for a period of 24 months following the closing of the Private Placement (the "Closing") at an exercise price of CDN$3.30. If at any time following the four-month anniversary of the Closing and prior to the expiry date of the Syncordia Warrants, the volume-weighted average trading price of the consolidated Common Shares, as traded on the TSXV, is greater than CDN$4.00 for any 20 consecutive trading days, then the Resulting Issuer shall have the option to accelerate the expiry date of the Syncordia Warrants to the date that is 30 calendar days after notice of such event is publicly announced by the Resulting Issuer or mailed to the holders of Syncordia Warrants.

At the effective time of the completion of the acquisition: (i) the Syncordia Common Shares acquired upon conversion of the Syncordia Subscription Receipts will be exchanged for Common Shares (post-Consolidation (as defined below)) of the Resulting Issuer without payment of any additional consideration; and (ii) Syncordia Warrants acquired upon conversion of the Syncordia Subscription Receipts will be exchanged for warrants to purchase a Common Share (post-Consolidation) of the Resulting Issuer on equivalent terms, which in each case will be without payment of any additional consideration or any further action on the part of the holder thereof.

In connection with the Private Placement, the Underwriters will receive a cash commission equal to 6% of the aggregate gross proceeds of the sale of Syncordia Subscription Receipts. In addition, the Underwriters will be granted non-transferable options ("Syncordia Compensation Options") equal to 6% of the aggregate number of Syncordia Subscription Receipts issued, with each Syncordia Compensation Option being exercisable for one Syncordia Common Share for a period of 24 months from the date of issuance at a price equal to CDN$3.00 per share.

Syncordia intends to use the net proceeds from the Private Placement for future acquisitions and/or general corporate purposes.

THE QUALIFYING TRANSACTION

As consideration for the acquisition of all of the outstanding securities of Syncordia, the Corporation will issue one Common Share for each one Syncordia Share (the "Exchange Ratio") outstanding immediately prior to the Amalgamation. Currently, 2,910,000 Syncordia Common Shares, 3,500,000 Syncordia Class A Preferred Shares, 7,747,135 Syncordia Class B, series 1 Preferred Shares and 1,702,500 Syncordia Class B, series 2 Preferred Shares, are issued and outstanding. Assuming completion of the Private Placement, there will be 19,193,635 Syncordia Shares issued and outstanding immediately prior to the Amalgamation.

On or immediately prior to the closing of the Proposed Transaction, the Corporation will consolidate its outstanding share capital at a ratio of 20:1, or such other ratio as may be accepted by the relevant regulatory authorities and approved by the directors of the Corporation (the "Consolidation"). The Common Shares to be issued to holders of Syncordia Common Shares shall be at a deemed price of CDN$0.15 per Common Share calculated on a pre-Consolidation basis.

As a result of the Amalgamation, the securities of Syncordia will become securities of the resulting issuer, being the Corporation following the completion of the Proposed Transaction and the issuance of the final exchange bulletin of the TSXV (the "Resulting Issuer"). In particular, (i) each Syncordia Common Share, Syncordia Class A Preferred Share and Syncordia Class B Preferred Share will be exchanged for one Common Share (post-Consolidation); (ii) each Syncordia Warrant will become a warrant to purchase one Common Share (post-Consolidation); and (iii) each option granted by Syncordia pursuant to its stock option plan (each, a "Syncordia Option") and each Syncordia Compensation Option will become an option to purchase one Common Share (post-Consolidation).

Upon completion of the Proposed Transaction, the Consolidation and the Private Placement (assuming the completion of the Private Placement), it is expected that an aggregate of 19,643,635 Common Shares will be issued and outstanding, and approximately 4,678,775 Common Shares will be reserved for issuance pursuant to convertible securities of the Resulting Issuer.

Upon completion of the Proposed Transaction, it is the intention of the parties that the Resulting Issuer will be renamed "Syncordia Technologies and Healthcare Solutions, Corp."

It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 1 listing requirements of the TSXV for a technology issuer.

INFORMATION ON SYNCORDIA

Syncordia was incorporated on January 14, 2014 pursuant to the filing of articles of incorporation under the CBCA. Syncordia's head office and registered office is located at 185 The West Mall, Suite #710, Toronto, Ontario, Canada, M9C 5L5.

Syncordia is a revenue cycle management ("RCM") company providing software and solutions to the healthcare industry. Syncordia is looking to acquire medical billing companies with and without proprietary software and building a proprietary suite of RCM software solutions called the Syncordia Cloud, which includes patient scheduling, electronic health records, claims management, analytics and more.

On October 31, 2014, Syncordia completed the acquisition of all of the issued and outstanding shares of Health Services Integration, Inc. ("HSI"). HSI is an emergency medical systems ("EMS") ground and air RCM company originally established in 1999 in the State of California. HSI services mainly air and ground ambulance service providers across 10 states. During its initial 15 years, HSI has developed and refined an RCM software solution that offers transparency to customer service providers and workflow optimization tools.

On April 24, 2015, Syncordia completed the acquisition of all of the issued and outstanding shares of Paragon Billing, LLC ("Paragon"). The assets acquired are proprietary software and constitute the initial construction of the Syncordia Cloud. The strategic rationale for the Paragon acquisition was to own an RCM company with proprietary software in the behavioral health niche. Paragon will serve as a platform to acquire other companies in this niche and roll their operations onto the Paragon software to drive shareholder value and free cash flow.

There are currently over 130 shareholders of Syncordia. No person owns or controls, directly or indirectly, more than 10% of the outstanding shares of Syncordia assuming conversion of all outstanding Syncordia preferred shares.

SELECTED FINANCIAL STATEMENT INFORMATION

The following table sets out certain financial information for each of the Corporation and HSI as at March 31, 2015 and each of Syncordia and HSI as at December 31, 2014, as well as unaudited pro forma financial statements, after giving effect to (i) the Proposed Transaction; (ii) the private placements completed by Syncordia of 3,500,000 Syncordia Class A Preferred Shares at a price of US$1.00 per share, 7,747,135 Syncordia Class B Preferred Shares, series 1, at a price of US$1.60 per share and 1,702,500 Syncordia Class B Preferred Shares, series 2, at a price of US$2.00 per share; and (iii) the Private Placement, as if such events had occurred on March 31, 2015 for balance sheet purposes. Such information is derived from and should be read in conjunction with the pro forma financial statements and the notes thereto.

Pro Forma Balance Sheet LL Capital
as at March 31, 2015
(US$)
(1)
Syncordia
as at December 31, 2014

(US$)
HSI
as at December 31, 2014
(US$)
Pro Forma Adjustments
(US$)(1)
Pro Forma Consolidated
(US$)
Cash and cash equivalents $393,845 $3,278,939 $434,778 $7,819,082 $11,491,866
Other Current Assets $2,906 $1,699,034 $1,542,459 $159,600 $1,861,540
Total Assets $396,751 $27,628,397 $2,093,285 $11,822,382 $39,847,530
Current Liabilities $75,540 $3,271,620 $623,205 $528,300 $3,875,460
Total Liabilities $75,540 $13,569,734 $623,205 $1,028,300 $14,673,574
Shareholders' Equity(1)(2) $321,211 $14,058,663 $1,470,080 $10,794,082 $25,173,956
Notes:
(1) Exchanged from Canadian dollars to U.S. dollars based on the noon spot rate quoted by the Bank of Canada on March 31, 2015 of $1.27 per US$1.00.
(2) Includes the gross proceeds from the Private Placement of the issuance of 3,334,000 Syncordia Subscription Receipts in the amount of US$7,886,577 ($10,002,000) net of financing fees in the amount of US$473,195 ($600,120), resulting in net proceeds of US$7,413,382 ($9,401,880) as shown in Pro Forma Financial Statements.

DIRECTORS AND OFFICERS OF THE RESULTING ISSUER

Upon completion of the Proposed Transaction, the board of directors of the Resulting Issuer will be comprised of the following persons: Michael Franks, Chris Martin, Michael DiMino, Shaun Francis, James Eaton and Ken Stults. Brief biographies for the proposed directors and officers of the Resulting Issuer are set out below:

Michael Franks, Chief Executive Officer and Director

In the past 25 years, Mr. Franks' involvement in the private equity business focused on the growth, operations and restructuring of a variety of markets. Mr. Franks has been involved with the successful initial public offerings for start-up companies, including Internet Pictures Corporation (bamboo.com, NASDAQ: iPIX), and has also been involved with the online electronic magazine distribution systems, Zinio Systems Inc. (www.zinio.com). Mr. Franks' roles included strategy, corporate finance and development helping to raise over US$40 million in venture capital. Mr. Franks has a Bachelor of Arts in Economics from Queens University and an MBA from Trinity College, Dublin.

Lawrence Davis, Chief Financial Officer and Corporate Secretary

Mr. Davis is an experienced business executive having served in senior leadership roles for both private and publicly listed entities. Mr. Davis was formerly the Chief Financial Officer of the Workplace Safety and Insurance Board, a multi-billion dollar organization that administers compensation and no-fault insurance for Ontario's workplaces. Previously, Mr. Davis was the Chief Financial Officer of Hydrogenics Corporation, a TSX/NASDAQ listed alternative energy company. Mr. Davis has also served as a Board member and Audit Committee Chair for both privately corporations and reporting issuers. Mr. Davis is a Chartered Professional Accountant, Chartered Insolvency and Restructuring Professional and is a graduate of the Directors Education program of the Institute of Corporate Directors holding the ICD.D designation.

Chris Martin, Chief Strategy Officer and Director

Mr. Martin has 17 years of experience in business management. He has extensive knowledge in operations management, creating strategic plans, financial modeling, maximizing throughput, business development, M&A, software development, information technology, and creating a results driven culture. Mr. Martin has designed and developed proprietary software specifically for the ambulance industry. He has been involved with buying, restructuring and selling ambulance companies. Mr. Martin has also been successful in negotiating favorable Medicare carrier policy changes. Mr. Martin has a business degree from Strayer University. He is certified in Lean Six Sigma from Villanova University, as well as trained as a Microsoft Certified Systems Administrator. He has also received industry training such as EMT, firefighting and Hazmat.

Michael Plotkin, Chief Technology Officer

Mr. Plotkin has extensive experience in modern online technologies, including Web, mobile and cloud on Windows, Linux, Android and iOS platforms. He was part of a team that designed and built some of the largest online systems in the world, including Dell e-commerce, FedEx tracking, easports.com and happystudio.com, with the combined user base over 50 million users.

At Electronic Arts, Mr. Plotkin worked as a Chief Technology Officer of EA Sports and led the online technology effort for Electronic Arts' largest and most profitable division. Mr. Plotkin oversaw the online strategy for all sports games, led the creation of the EASports.com website and the design of the worldwide online gaming platform. Working as a Chief Technology Officer at Fuel Industries in Ottawa, Mr. Plotkin designed and built an online entertainment world for McDonalds Europe (happystudio.com), which was introduced in 18 European countries. Happystudio was built and deployed on Microsoft Azure cloud and is the largest consumer system on Azure worldwide.

Michael DiMino, Director

Mr. DiMino began his career in the healthcare industry selling medical devices for American Hospital Supply Company. From there, he moved to United Health Care Company, where he was on the forefront of developing health maintenance organizations and led operations for the Eastern United States. His track record of value creation continued at Uniforms to You, a private, family-owned company where he grew revenue from $20 million to $200 million. After working with private equity firms including Morgenthaler, Mr. DiMino moved to Arizona in 2010 to join Rural/Metro Corporation as CEO and president, where he led the successful sale of the company to a private equity firm. Mr. DiMino's leadership and teambuilding helped boost annual revenue and EBITDA driven by success in three major acquisitions and organic growth. Mr. DiMino holds a B.A. from Marquette University.

Shaun Francis, Director

Mr. Francis is Chairman and Chief Executive Officer of Medcan Health Management, Inc. ("Medcan"), Canada's largest private clinic provider. Established over 25 years ago, Medcan's primary purpose is "keeping busy people healthy" by providing outpatient based preventive, diagnostic, and primary healthcare services to corporate executives, individuals and families. Prior to rejoining Medcan, Mr. Francis was one of the founding employees and Senior Vice President of Strategy and Business Development for Dallas based Broadlane, Inc., a leading business process outsourcer for over 900 U.S. hospitals. In 2010, Broadlane was sold to MedAssets for US$850MM. Prior to joining Broadlane, Mr. Francis served as Vice President and Chief Financial Officer of Medcan. Mr. Francis also worked for Morgan Stanley's New York and Toronto investment banking division where he managed equity, debt and mergers and acquisitions transactions. Mr. Francis holds a MBA from the Wharton School of Business at the University of Pennsylvania and a Bachelor of Science from the United States Naval Academy.

James Eaton, Director

Mr. Eaton is the President of Weatons Holdings Ltd. ("Weatons"), a Canadian private holding company, and a partner of Tancho Innovation Capital. Mr. Eaton has been active in the founding, growth and divestiture stages of the Weatons portfolio companies across a wide variety of industries. His responsibilities at Weatons include overseeing numerous private investments and a portfolio of listed securities. Mr. Eaton serves on the boards of JC Clark, Defyrus, Dream Hard Asset Alternatives Trust, Syncordia and Ceviche. In 2012, Mr. Eaton was awarded a Queen Elizabeth II Jubilee Medal honouring significant contributions and achievements by Canadians. Mr. Eaton also serves on the boards of the Canadian Art Foundation, the True Patriot Love Foundation, and is a trustee of the John David and Signy Eaton Foundation. Mr. Eaton holds a B.A. from the University of Colorado at Boulder.

Ken Stults, Director

An experienced air ambulance executive with 25 years of leadership, Mr. Stults founded HSI in 1999 with the specific goal of improving revenue for clients by better claims management. Mr. Stults began his air ambulance career in 1983 as program director of the University of Iowa Hospitals' Air Care Service. In the 1970s and 1980s, Mr. Stults was a nationally prominent pre-hospital cardiac arrest researcher. He then went on to serve as CEO of two large independent medical transport services (CareFlite, TX and REACH Air Medical Services, CA). Mr. Stults holds a Master of Science, Epidemiology and Bachelor of Science from the University of Iowa.

SIGNIFICANT CONDITIONS TO CLOSING

The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors, holding a meeting of Syncordia shareholders to approve the Amalgamation, obtaining necessary third party approvals, TSXV acceptance and the completion of a private placement by Syncordia for a minimum of CDN$500,000. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

SPONSORSHIP

The Corporation has applied for an exemption from the TSXV from the requirement to retain a sponsor in connection with the Proposed Transaction. There can be no assurance that an exemption from sponsorship will be granted.

ARM'S LENGTH QUALIFYING TRANSACTION

The Proposed Transaction will not constitute a non-arm's length qualifying transaction pursuant to the policies of the TSXV.

INSIDERS OF THE RESULTING ISSUER

Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the Corporation or Syncordia, no person will become an insider of the Resulting Issuer as a result or upon completion of the Proposed Transaction.

ABOUT LL CAPITAL CORP.

The Corporation is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The principal business of the Corporation is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a qualifying transaction in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with the Canadian securities regulators, which filings are available at www.sedar.com.

The Corporation's Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. The Corporation is a reporting issuer in Alberta, British Columbia and Ontario.

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