VANCOUVER, BC--(Marketwired - June 17, 2016) - Premier Health Group Inc. (the "Company") is pleased to announce that it has closed the acquisition of Premier Clinicas de Rehabilitaion, S.R.L. ("Clinicas") of the Dominican Republic effective June 17, 2016.
The Company purchased 1000 (99.99%) shares of Clinicas. Clinicas has 1001 shares issued. The terms of the agreement were agreed on October 8, 2015 and revised on February 1, 2016 in order to comply with the corporate laws of the Dominican Republic. The Company received confirmation of the registration of 1000 shares of Clinicats on June 16, 2016, and on June 17, 2016 issued a promissory note (the "Promissory Note") regarding the consideration paid for the shares of Clinicas.
The purchase of 99.99% of the shares of Clincas is for consideration consisting of US$1.5 million payable with a 5 year 8.5% interest bearing Convertible Promissory Note with a 5 year term due on June 17, 2021. The holder of the Promissory Note has the right to convert (at any time) any outstanding balance of the principal and interest of the Promissory Note into common shares of the Company at C$0.25 per share. The Company has the right to prepay any amount of the outstanding principal and the interest of the Promissory Note without a penalty before the due date of the Promissory Note. The Note is secured by a general security agreement. The purchase price is supported by the audited financial statements of Clinicas as of December 31, 2014 and 2015.
Clinicas was incorporated on September 19, 2010 under the laws of the Dominican Republic, and is unique in the region as it operates as a multidisciplinary rehabilitation facility based on the most current North American practices and methods. The clinic provides physiotherapy, massage therapy, return to work treatment and conditioning under the direct supervision of orthopedic surgeons, physiatrists and licensed rehabilitation specialists. In addition to servicing the private patient community, the business holds national contracts with insurance companies and government agencies.
Clinicas was founded by Brenda Rasmussen, a Canadian entrepreneur and visionary force in Canadian health care services. Ms. Rasmussen is best known for founding Toronto Stock Exchange listed ALEGRO HEALTH CORP. which became CENTRIC HEALTH CORP., symbol CHH , which she left in 2010 after 8 years as President and CEO. Ms. Rasmussen holds 99.99% of the shares of Clinicas.
ON BEHALF OF THE BOARD
Statements in this news release may be viewed as forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those projected. There are no assurances the company can fulfill such forward-looking statements and the company undertakes no obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the company, some of which are beyond the company's control.