Prism Medical Ltd.
TSX VENTURE : PM

Prism Medical Ltd.

August 04, 2016 20:57 ET

Prism Medical Ltd. Announces Increase in Consideration to Be Received by Shareholders in Connection With Previously Announced Acquisition

Amended Agreement Provides for All Cash Consideration of $14.00 Per Share

TORONTO, ONTARIO and KISTA, SWEDEN--(Marketwired - Aug. 4, 2016) - Prism Medical Ltd. ("Prism Medical") (TSX VENTURE:PM) and Handicare Group AB ("Handicare") today announced that they have entered into an amendment to the previously announced arrangement agreement (the "Arrangement Agreement" and, as amended, the "Amended Arrangement Agreement") pursuant to which Handicare will acquire all of the outstanding common shares of Prism Medical (the "Prism Medical Shares") for $14.00 per share by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement").

On June 27, 2016, Prism Medical and Handicare entered into the Arrangement Agreement pursuant to which Handicare would acquire all of the outstanding Prism Medical Shares for consideration of $12.50 per Prism Medical Share. Under the Amended Arrangement Agreement, Handicare has agreed to increase the consideration payable to Prism Medical shareholders to $14.00 per Prism Medical Share. In addition, the termination fee payable by Prism Medical to Handicare in certain circumstances under the Amended Arrangement Agreement will be $3,000,000. Substantially all other terms of the Arrangement Agreement remain unchanged. The increase in the consideration to $14.00 per Prism Medical Share followed Prism Medical having received an unsolicited acquisition proposal from a third party.

The total equity purchase price is approximately $71 million on a fully diluted basis and the $14.00 per share price represents a premium of:

  • 47.4% to the closing price of the Prism Medical Shares on the TSX Venture Exchange (the "TSXV") on June 27, 2016 of $9.50, being the closing price immediately prior to the announcement that Prism Medical and Handicare had entered into the Arrangement Agreement;
  • 50.2% to the 20-trading day volume weighted average trading price of the Prism Medical Shares on the TSXV as at June 27, 2016; and
  • 12% over the cash consideration of $12.50 per Prism Medical Share that was initially to be received pursuant to the Arrangement Agreement.

The Board of Directors of Prism Medical (the "Board"), after consultation with its financial and legal advisors, has unanimously approved the Amended Arrangement Agreement and reaffirmed its recommendation that Prism Medical shareholders vote FOR the Arrangement at the upcoming special meeting of Prism Medical shareholders, which remains scheduled to be held at the offices of Torys LLP, 79 Wellington Street West, 33rd Floor, Toronto, Ontario at 10:00 a.m. (Toronto time) on August 26, 2016 (the "Prism Medical Meeting"). The Board has also received a fairness opinion from Canaccord Genuity Corp. to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the increased consideration to be received by Prism Medical's shareholders pursuant to the Amended Arrangement Agreement is fair from a financial point of view.

A supplement (the "Supplement") to Prism Medical's management information circular dated July 22, 2016 (the "Circular") describing the amendment to the Arrangement Agreement and containing other relevant information and an amended and restated letter of transmittal will be made available under Prism Medical's profile at www.sedar.com. A copy of the fairness opinion received by the Board regarding the increased consideration will also be included in the Supplement.

The Arrangement continues to be subject to the same closing conditions as previously disclosed, including the shareholder and court approvals as more fully described in the Circular. The Arrangement is still expected to be completed by early September 2016.

In connection with the entering into of the Amended Arrangement Agreement, the directors, senior executive officers and certain shareholders of Prism Medical (the "Locked-Up Shareholders"), who together hold an aggregate of approximately 36% of the issued and outstanding Prism Medical Shares (calculated on a non-diluted basis), have entered into a revised voting agreement with Handicare (the "Voting Agreement") and agreed to vote their Prism Medical Shares in favour of the Arrangement at the Prism Medical Meeting. Pursuant to the terms of the Voting Agreement, the Locked-Up Shareholders are precluded from tendering or voting any of their Prism Medical Shares in favour of any other acquisition proposal for a period ending on the earlier of (i) 6 months following the termination of the Amended Arrangement Agreement, or (ii) March 31, 2017, subject to certain exceptions.

The Amended Arrangement Agreement and the Voting Agreement will be made available under Prism Medical's profile at www.sedar.com.

Unless otherwise stated, all amounts in this news release are expressed in Canadian dollars.

ABOUT PRISM MEDICAL

Prism Medical is a vertically integrated manufacturer and leading provider of equipment and services used to move and handle mobility challenged individuals in a safe and dignified manner. Prism Medical's products are marketed under the brand names of Prism Medical, ErgoSafe, Waverley Glen and Nightingale in the homecare, acute care and long-term care markets throughout North America. Prism Medical offers solutions that encourage improved care, quality of life and mobility, while seeking to lower the overall cost of the caregiving function in a number of ways, including reducing the incidence of handling-related injuries among caregivers. Through its network of dealers, Prism Medical provides an integrated suite of products and services that make homecare a viable option for many people. For further information visit Prism Medical's website at www.prismmedicalltd.com or www.sedar.com.

ABOUT HANDICARE GROUP AB

Handicare was founded in 1986 and supplies technical aids for the elderly and physically disabled. Its products include stairlifts, transfer and lifting products, automobile adaptation solutions and homecare products. Handicare's brand products are distributed through a comprehensive network of professional dealers and distributors in 30 countries around the world. Through its subsidiary Puls, the group is also a market leader in the sale of capital goods and consumables to hospitals and institutions in Norway. Handicare has 950 employees and its headquarters in Kista, Sweden, and has subsidiaries in Norway, Denmark, Germany, the Netherlands, England, Belgium, France, and the US. For more information, please see www.handicare.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of Prism Medical regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, and the timing for completing the Arrangement. The words "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "project", "continue", "predict", "potential", or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management's control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Prism Medical's shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended Arrangement Agreement. Additional risks and uncertainties regarding Prism Medical are described in its most recent financial statements and MD&A which are available on SEDAR at www.sedar.com.

This forward-looking information represents management's views as of the date of this press release. While subsequent events and developments may cause such views to change, Prism Medical does not intend to update this forward-looking information, except as required by applicable securities laws.

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